SEC Form DEFM14A filed by Identiv Inc.

Dear Stockholder:

At the Annual Meeting, you will be asked to consider and vote upon the important matters described in the Proxy Statement accompanying this letter, including, without limitation: (i) a proposal to approve the sale of our physical security, access card, and identity reader operations and assets, including all outstanding shares of Identiv Private Limited, our wholly-owned subsidiary (the “Physical Security Business”), to Hawk Acquisition, Inc., a Delaware corporation (“Buyer”) and a wholly-owned subsidiary of Vitaprotech SAS, a French société par actions simplifiée and provider of security solutions, in exchange for $145.0 million in cash, subject to customary adjustments, and the assumption by Buyer of certain liabilities related to the Physical Security Business (collectively, the “Asset Sale”), pursuant to that certain Stock and Asset Purchase Agreement, dated as of April 2, 2024 (the “Agreement”), by and between the Company and Buyer (the “Asset Sale Proposal”), (ii) a proposal to approve certain compensation that may be paid or become payable to our named executive officers that is based on or otherwise relates to the Asset Sale, on a non-binding advisory basis (the “Asset Sale Compensation Proposal”), and (iii) a proposal to approve the adjournment of the Annual Meeting to a later date, if necessary or appropriate, to allow for the solicitation of additional proxies in the event that there are insufficient votes at the time of the Annual Meeting to approve the Asset Sale Proposal (the “Adjournment Proposal”).

The Asset Sale is the result of a broad review of strategic alternatives by our Board of Directors, which resulted in entering into an agreement to sell our Physical Security Business to Buyer. After careful consideration, the Board of Directors determined that the Asset Sale, on the terms and subject to the conditions set forth in the Agreement, is fair to and in the best interests of the Company and its stockholders and approved and declared advisable the Asset Sale and the transactions contemplated by the Agreement. Accordingly, the Board of Directors recommends that stockholders vote in favor of approving the Asset Sale.

The Asset Sale, as contemplated by the Agreement, may constitute the sale of substantially all of the assets of the Company under Delaware law. As a result, we are seeking the approval of the Asset Sale Proposal from our stockholders. The proposal to approve the Asset Sale pursuant to the Agreement requires the affirmative vote of the holders of a majority of the outstanding shares of our common stock and our Series B non-voting convertible preferred stock, $0.001 par value per share (“Series B Preferred Stock”), voting together as a single class (the Series B Preferred Stock voting on an as-converted basis), present in person or by proxy and entitled to vote thereon at the Annual Meeting (the “Required Stockholder Approval”). The closing of the Asset Sale contemplated by the Agreement is conditioned on the Company receiving the Required Stockholder Approval. Therefore, it is very important that your shares be represented and voted at the Annual Meeting.

The Asset Sale is not conditioned upon stockholders approving the Asset Sale Compensation Proposal. The effectiveness of the payment of any compensation to our named executive officers pursuant to the Asset Sale Compensation Proposal is conditioned upon the consummation of the Asset Sale. The Adjournment Proposal is not conditioned upon the approval of any other proposal set forth in the Proxy Statement. Stockholders do not have appraisal rights in connection with the Asset Sale.

The Company plans to use a portion of the net proceeds from the Asset Sale to pursue growth opportunities for the IoT Business. The Company may also use the funds for other purposes, including, without limitation, to pay dividends and distributions on or redeem or repurchase its capital stock; for working capital and other general corporate purposes, which may include sales and marketing activities, research and development, general and administrative matters and capital expenditures; to invest in or acquire complementary businesses, products, services, technologies or assets; or to otherwise execute its growth strategy. Our Board of Directors is working to identify specific plans, investments or acquisitions for the use of the proceeds from the Asset Sale with the intent of supporting the sustainable and profitable growth of the IoT Business.

You will also be asked to consider and vote upon the following matters as more fully described in the Proxy Statement accompanying this letter: (i) a proposal to elect two Class III director nominees to each serve for a three-year term ending at the annual meeting of stockholders in 2027 or until their successors have been duly elected and qualified or until they resign or are removed (the “Election of Directors Proposal”); (ii) a proposal to approve an amendment to the Company’s 2011 Incentive Compensation Plan, to increase the number of authorized shares of common stock available for issuance thereunder by 1,500,000 shares and to extend the term of the plan through 2034 (the “2011 Plan Amendment Proposal”); (iii) a proposal to approve the compensation of our named executive officers, on a non-binding advisory basis (the “Say on Pay Proposal”); (iv) a proposal to approve the frequency of holding an advisory vote on named executive officer compensation, on a non-binding advisory basis (the “Frequency of Say on Pay Proposal”); and (v) a proposal to ratify the appointment of BPM LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024 (the “Auditor Ratification Proposal”). The completion of the Asset Sale is not conditioned upon the approval of the proposals set forth in this paragraph.

The Board of Directors recommends that you vote “FOR” the Asset Sale Proposal, “FOR” the Asset Sale Compensation Proposal, “FOR” each of the director nominees in the Election of Directors Proposal, “FOR” the 2011 Plan Amendment Proposal, “FOR” the Say on Pay Proposal, “1 YEAR” for the Frequency of Say on Pay Proposal, “FOR” the Auditor Ratification Proposal, and “FOR” the Adjournment Proposal, as more fully described in the accompanying Proxy Statement. Your vote is very important regardless of the number of shares that you own and we encourage you to vote promptly. After reading the Proxy Statement, please promptly mark, sign and date the enclosed proxy card and return it in the prepaid envelope. Alternatively, you may vote your shares over the Internet or via a toll-free telephone number. Instructions regarding all three methods of voting are provided on the proxy card. If you attend the meeting virtually, you will have the right to revoke your proxy and vote your shares at that time, unless otherwise noted in the Proxy Statement. If your shares are held in “street name,” you should instruct your broker, bank or other nominee to vote your shares in accordance with the voting instruction form that you will receive from your broker, bank or other nominee. The failure to instruct your broker, bank or other nominee how to vote will have the same effect as voting “AGAINST” the approval of the Asset Sale Proposal.

We thank you for your continued support.

IDENTIV, INC.

2201 Walnut Avenue, Suite 100

Fremont, California 94538

NOTICE OF

2024 ANNUAL MEETING OF STOCKHOLDERS

TO OUR STOCKHOLDERS:

The accompanying Proxy Statement and its annexes, including all documents incorporated by reference into the accompanying Proxy Statement, more fully describes these items of business. We urge you to read this information carefully.

The Board of Directors recommends that you vote “FOR” each of the proposals outlined above (including, “1 YEAR” for the Frequency of Say on Pay Proposal) and as more fully described in the accompanying Proxy Statement.

Fremont, California

TO ENSURE YOUR REPRESENTATION AT THE ANNUAL MEETING, WE URGE YOU TO VOTE AS PROMPTLY AS POSSIBLE BY FOLLOWING THE INSTRUCTIONS INCLUDED ON THE PROXY CARD OR VOTING INSTRUCTION FORM. THANK YOU FOR ACTING PROMPTLY.

Important Notice Regarding the Availability of Proxy Materials for the

The Proxy Statement and the Annual Report on Form 10-K, as amended, are available at

www.proxyvote.com.

TABLE OF CONTENTS

SUMMARY OF THE ASSET SALE

Identiv, Inc.

Identiv, Inc.

2201 Walnut Avenue, Suite 100

Fremont, California 94538

(949) 250-8888

www.identiv.com

Hawk Acquisition, Inc.

Hawk Acquisition, Inc.

c/o Vitaprotech SAS

1, rue du Dauphine

69120 Vaulx-en-Velin

France

Hawk Acquisition, Inc. is a Delaware corporation (“Buyer”) and a wholly-owned subsidiary of Vitaprotech SAS, a French société par actions simplifiée (“Vitaprotech”).

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Vitaprotech SAS

Vitaprotech SAS

1, rue du Dauphine

69120 Vaulx-en-Velin

France

www.vitaprotech.com

Vitaprotech is a provider of security solutions in the sectors of Intrusion Detection, Access Control, and Intelligent Software Monitoring, and offers a comprehensive and consolidated approach to securing physical access to professional and sensitive sites.

On April 2, 2024, the Company entered into a Stock and Asset Purchase Agreement by and between the Company and Buyer attached as Annex A (the “Agreement”).

Pursuant to the terms of the Agreement, the Company will sell to Buyer its physical security, access card, and identity reader operations and assets, including all outstanding shares of Identiv Private Limited, a wholly-owned subsidiary of the Company (the “Physical Security Business”), in exchange for $145.0 million in cash (the “Purchase Price”), subject to customary adjustments, and the assumption by Buyer of certain liabilities related to the Physical Security Business (collectively, the “Asset Sale”). The Physical Security Business solutions secure physical locations and spaces (physical access security) and information networks and data (logical access security). The Company’s enterprise-scale, high-security platform for the Physical Security Business encompasses access control software, video management software, credentials, access control hardware and sensors, mobile access control, telephone entry systems, logical access control hardware, software, and mobile applications. Vitaprotech has agreed to guarantee the payment of the Initial Purchase Price (as defined in the Agreement) and debt financing reimbursement and pre-closing indemnification obligations of Buyer under the Agreement.

The Asset Sale, as contemplated by the Agreement, may constitute the sale of substantially all of the assets of the Company under Delaware law. As a result, we are seeking the approval of the Asset Sale Proposal from our stockholders.

Following the completion of the Asset Sale, the Company will continue to be a public company operating under the name Identiv, Inc. and will continue to own the assets and liabilities of the Company’s IoT business (the “IoT Business”). As of immediately following the closing of the Asset Sale, the Company’s revenues will be generated by the IoT Business. The remaining IoT Business, Identiv IoT, is developing, manufacturing, and supplying specialty IoT solutions tailored for the healthcare industry and other high-value end markets. The Company’s specialty RFID IoT devices, including near-field communication (“NFC”), high frequency (“HF”), dual frequency (“DF”), ultra-high frequency (“UHF”) and Bluetooth Low Energy (“BLE”), are attached to or embedded into physical items, providing those items with a unique digital identity. These devices enable unique and secure digital interaction with the physical world while simultaneously capturing relevant data which can then be analyzed and managed by the end customer.

As a condition to entering into the Agreement, Buyer required that certain members of the Company’s senior management agree to join Buyer upon the closing of the Asset Sale. After considering various factors, including the fact that the Asset Sale would generate needed capital for the remaining IoT Business and that joining Buyer upon the closing of the Asset Sale would be required for the transaction to proceed, Steven Humphreys, Chief Executive Officer and a member of the board of directors of the Company (the “Board of Directors”), and certain other members of the Company’s senior management have agreed to depart from the Company upon the closing of the Asset Sale and to join Buyer. Following the completion of the Asset Sale and the departure of certain members of senior management, the senior management of the Company will include

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We encourage you to carefully read in its entirety the Agreement, which is the principal document governing the Asset Sale.

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You may vote “FOR” or “AGAINST,” or you may “ABSTAIN” from voting on, the Asset Sale Proposal. Approval of the Asset Sale Proposal requires the affirmative vote of the holders of a majority of the outstanding shares of common stock and Series B Preferred Stock voting together as a single class (the Series B Preferred Stock voting on an as-converted basis), present in person or by proxy and entitled to vote thereon at the Annual Meeting (the “Required Stockholder Approval”). Because the vote on the Asset Sale Proposal is based on the total number of shares outstanding, rather than the number of actual votes cast, abstentions and “broker non-votes” will have the same effect as voting “AGAINST” the approval of the Asset Sale Proposal.

You may vote “FOR” or “AGAINST,” or you may “ABSTAIN” from voting on, each of the Asset Sale Compensation Proposal and the Adjournment Proposal. Each of these proposals will be approved if a majority of the votes cast vote in favor of the proposal, meaning the number of shares voted “FOR” the proposal must exceed the number of shares voted “AGAINST”, whether or not a quorum is present. Neither abstentions nor broker non-votes are treated as votes cast and therefore will have no effect upon the outcome of voting with respect to any of these proposals.

The vote regarding the Asset Sale Compensation Proposal is an advisory vote, and therefore, is not binding on the Company. Since compensation and benefits that may be paid or provided are based on contractual arrangements with the executive officers, the outcome of this advisory vote will not affect the obligation to make these payments and these payments may still be made even if our stockholders do not approve the Asset Sale Compensation Proposal.

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entitled to vote at the Annual Meeting. We currently expect that all of our directors and executive officers will vote their shares in favor of each proposal being submitted to a vote of our stockholders at the Annual Meeting, although none of them has entered into any agreement obligating them to do so.

The Board of Directors recommends that you vote “FOR” the Asset Sale Proposal, “FOR” the Asset Sale Compensation Proposal and “FOR” the Adjournment Proposal.

The Company plans to use a portion of the net proceeds from the Asset Sale to pursue growth opportunities for the IoT Business. The Company may also use the funds for other purposes, including, without limitation, to pay dividends and distributions on or redeem or repurchase its capital stock; for working capital and other general corporate purposes, which may include sales and marketing activities, research and development, general and administrative matters and capital expenditures; to invest in or acquire complementary businesses, products, services, technologies or assets; or to otherwise execute its growth strategy. Although our Board of Directors continues to evaluate various alternatives regarding use of the proceeds from the Asset Sale, it has not yet identified any specific plans, investments or acquisitions or committed to making any such decision by a particular date.

In reaching its decision to approve the Asset Sale and the transactions contemplated by the Agreement and to recommend the approval of the Asset Sale Proposal, the Asset Sale Compensation Proposal, and the Adjournment Proposal to our stockholders, the Board of Directors consulted with our management, as well as our legal and financial advisors, and considered the opinion of Craig-Hallum Capital Group LLC (“Craig-Hallum”) as to the fairness, from a financial point of view, to the Company of the Purchase Price to be paid by Buyer in the Asset Sale, the terms of the proposed Agreement and the transactions set forth in the Agreement, as well as other alternative transactions, including contacts and discussions with other potential acquirers.

Craig-Hallum rendered its opinion to the Board of Directors that, as of April 1, 2024, and based upon and subject to the factors and assumptions set forth therein, the Purchase Price to be paid by Buyer under the Agreement is fair from a financial point of view to the Company.

The full text of the written opinion of Craig-Hallum, dated April 1, 2024, which sets forth assumptions made, procedures followed, matters considered and limitations on the review undertaken in connection with the opinion, is attached as Annex B to this Proxy Statement. Craig-Hallum provided its opinion for the information and assistance of the Board of Directors in connection with its consideration of the Agreement and the Asset Sale. The Craig-Hallum opinion was not intended to and does not constitute a recommendation as to how any Company stockholder should vote or make any election with respect to the Agreement, the Asset Sale, or any other matter.

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Consideration

As consideration for the Asset Sale, Buyer will: (i) assume the Assumed Liabilities as specified in the Agreement, and (ii) pay the Company the Purchase Price, subject to certain adjustments, including in cases where the Company’s closing working capital related to the Physical Security Business is greater than $21,502,000 or less than $19,502,000.

Guaranty

Vitaprotech, as primary obligor and not as surety, has agreed to guarantee the full and prompt payment and performance of all payment of the Initial Purchase Price and debt financing reimbursement and pre-closing indemnification obligations of Buyer under the Agreement.

Conditions to Completion of the Asset Sale

The consummation of the Asset Sale is subject to the satisfaction or waiver of various conditions, including (i) the receipt of the Required Stockholder Approval of the Asset Sale Proposal, (ii) the filings pursuant to the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”), if any, having been made by each of the Company and Buyer and any applicable waiting period (and any extension thereof) under the HSR Act having expired or been terminated, (iii) the absence of any order that has the effect of enjoining or otherwise prohibiting the completion of the Asset Sale, (iv) each party’s representations and warranties being true and correct to the applicable specified standard as of the closing of the Asset Sale, (v) each party’s material compliance with agreements, covenants and conditions, (vi) Buyer’s receipt of the Seller Closing Certificate (as defined in the Agreement) and Seller’s receipt of the Buyer Closing Certificate (as defined in the Agreement) (vii) obtaining clearance from the Committee on Foreign Investment in the United States (“CFIUS”), (viii) obtaining approval under the United Kingdom’s National Security and Investment Act 2021, as amended (the “NSI Act”), (ix) delivery of the Purchase Price, and (x) delivery of the ancillary agreements.

No Solicitation

The Company has agreed between April 2, 2024 and the earlier of the completion of the Asset Sale and the termination of the Agreement in accordance with its terms to, and to cause each of its controlled affiliates (including the Acquired Entity) and direct and use reasonable best efforts to cause each of its representatives, to:

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Conduct of the Company Pending Closing

Until closing, the Company and its controlled affiliates are required to:

Restrictive Covenants

Subject to certain exceptions set forth in the Agreement, the Company has agreed that for a period of five years beginning on the closing date of the Asset Sale (the “Restrictive Period”), neither the Company nor any of its controlled affiliates shall, directly or indirectly, engage with, manage, operate, have any ownership interest in any person that engages in, manages or operates a business that is competitive with the Physical Security Business or competes for customers of the Physical Security Business, in each case, with respect to geographies that the Physical Security Business participated in as of closing of the Asset Sale.

Additionally, subject to certain exceptions set forth in the Agreement, during the Restrictive Period, the Company agreed that it will not, and will cause its controlled affiliates and its respective officers, directors, employees and agents (if acting on behalf of the Company or its controlled affiliates) not to, directly or indirectly, in any manner, hire, engage, recruit, employ, solicit or otherwise attempt to employ or engage or enter into any business relationship with any employee of the Physical Security Business, or induce or attempt to induce any such employee to leave his or her employment with Buyer or Buyer’s affiliates.

Termination of the Agreement

The Agreement may be terminated at any time prior to the completion of the Asset Sale, before or after the Required Stockholder Approval is obtained (except as expressly noted otherwise), as follows:

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Termination Fee

Under certain circumstances, the Company may be required to pay the Buyer a termination fee of $5.075 million in connection with a termination of the Agreement. Additionally, in the event that the Agreement is terminated by Buyer or the Company for failure to obtain the Required Stockholder Approval, the Company has agreed to reimburse Buyer for certain expenses up to $3.0 million in the aggregate.

The Agreement provides that the closing of the Asset Sale is conditioned on, among other things, (i) the expiration or termination of the applicable waiting period under the HSR Act, (ii) obtaining clearance from CFIUS, and (iii) obtaining approval under the NSI Act, in each case unless waived where permitted by law by the party for whose benefit such condition exists. Each of Buyer and the Company has agreed to, within 10 Business Days after April 2, 2024, make its respective filings under the HSR Act (which the parties filed on April 17, 2024) and NSI Act (which the parties filed on April 18, 2024) and to supply as promptly as practicable and advisable to the appropriate governmental authority any additional information and documentary material that may be requested pursuant to the HSR Act or the NSI Act. Further, each of Buyer and the Company has agreed to, and to cause their respective affiliates to, use reasonable best efforts to obtain clearance from CFIUS.

In considering the recommendation of our Board of Directors that the stockholders vote to approve the Asset Sale Proposal, stockholders should be aware that some of our directors and executive officers may have interests in the Asset Sale that are different from, or in addition to, the interests of our stockholders generally.

These interests include potential payments to, and the vesting of RSUs held by, our executive officers pursuant to the terms of agreements we previously entered into with those officers. Steven Humphreys, our Chief Executive Officer and a member of our Board of Directors, and Justin Scarpulla, our Chief Financial Officer, will receive a grant of 365,000 RSUs and 65,000 RSUs, respectively, effective immediately prior to the closing of the Asset Sale, which RSUs will be fully vested on grant and will settle for either stock or cash upon the closing of the Asset Sale. For more information on the severance and change in control agreements that we have entered into with our named executive officers, see the section entitled “Executive Compensation – Summary Compensation Table – Potential Payments upon Termination or Change in Control”.

As a condition to entering into the Agreement, Buyer required that certain members of the Company’s senior management agree to join Buyer upon the closing of the Asset Sale. After considering various factors, including the fact that the Asset Sale would generate needed capital for the remaining IoT Business and that joining Buyer upon the closing of the Asset Sale would be required for the transaction to proceed, Mr. Humphreys and certain other members of the Company’s senior management have agreed to depart from the Company upon the closing of the Asset Sale and to join Buyer. Specifically, Mr. Humphreys has entered into an offer letter with Buyer effective upon the closing of the Asset Sale, pursuant to which Mr. Humphreys will depart from his positions with the Company and become Deputy Chief Executive Officer of, and a member of the Executive Committee of, Vitaprotech.

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Upon the closing of the Asset Sale, RSUs relating to unvested shares held by our employees who are employed by the Physical Security Business and remain employed by the Company through the closing of the Asset Sale and, effective immediately following the Asset Sale, become employees of Buyer (or an affiliate of Buyer) will become vested at Closing, while RSUs held by our non-employee directors will remain outstanding and continue to vest according to their terms. For more information regarding compensation, including RSUs, that has been paid or granted to our directors, see the section entitled “Proposal No. 3 – The Election of Directors Proposal – Compensation of Directors”.

If consummated, the Asset Sale will be a taxable transaction to the Company. It is anticipated that the Company will utilize its existing tax attributes to reduce substantially the amount of U.S. federal income tax from the Asset Sale, even taking into account limitations on the Company’s use of tax attributes under, for example, the “change in ownership” rules of section 382 of the U.S. Internal Revenue Code of 1986, as amended (the “Code”) and U.S. federal income tax legislation informally known as the Tax Cuts and Jobs Act. The determination of whether and to what extent the Company’s tax attributes will be available, however, is highly complex and is based in part upon facts that will not be known until after completion of the Asset Sale and close of the Company’s taxable year in which the Asset Sale occurs. The Asset Sale will not be taxable to holders of Company stock, although any distribution made by the Company to holders of Company stock (if any) will be a taxable event to those holders.

Under Delaware law, our stockholders are not entitled to appraisal rights in connection with the Asset Sale.

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The Voting Agreement shall terminate automatically upon the earliest of (i) the conclusion of the Annual Meeting, if the Covered Shares have been voted as specified in the Voting Agreement, (ii) the date on which the Agreement is validly terminated, and (iii) the date on which the parties agree in writing to terminate the Voting Agreement.

At the closing of the Asset Sale, the Company and Buyer will enter into a transition services agreement (the “Transition Services Agreement”), pursuant to which Buyer will agree to provide certain transition services to the Company and the Company will agree to provide certain transition services to Buyer in accordance with the terms therein. The parties will finalize prior to the closing of the Asset Sale the full scope of fees to be paid for the services provided under the Transition Services Agreement. The initial term of the Transition Services Agreement is 12 months from the closing date of the Asset Sale, subject to a mutual one-time extension right by a service recipient upon written notice describing the reason why such service recipient requires the extension at least 60 days prior to the end of the initial term. Under certain circumstances, either party may terminate the Transition Services Agreement immediately upon written notice to the other party.

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QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND THE ASSET SALE

The following questions and answers briefly address some questions you may have regarding the Annual Meeting and the Asset Sale. These questions and answers may not address all questions that may be important to you as a stockholder of Identiv, Inc. Please refer to the more detailed information contained elsewhere in this Proxy Statement, the annexes to this Proxy Statement and the documents referred to in this Proxy Statement. We encourage you to read this Proxy Statement, including the annexes, in its entirety because it explains the proposals to be voted on at the Annual Meeting, the proposed Asset Sale, the documents related to the Asset Sale, and other related matters. In this Proxy Statement, the terms “Company,” “we,” “our,” “us” and “Identiv” refer to Identiv, Inc. We refer to Hawk Acquisition, Inc. as “Buyer.”

Questions Related to the Annual Meeting

Your vote is very important. If you do not vote or do not instruct your broker, bank or other nominee how to vote, it will have the same effect as voting “AGAINST” the Asset Sale Proposal. We encourage you to submit your proxy as soon as possible.

The Board of Directors recommends that you vote “FOR” Proposal Nos. 1, 2, 4, 5, 7 and 8, “FOR” each of the director nominees in Proposal No. 3, and “1 YEAR” in Proposal No. 6, as more fully described in this Proxy Statement. Stockholder approval of the Asset Sale Proposal is required for the completion of the Asset Sale. The effectiveness of the payment of any compensation to our named executive officers pursuant to the Asset Sale Compensation Proposal is conditioned upon the consummation of the Asset Sale. The Adjournment Proposal is not conditioned upon the approval of any other proposal set forth in the Proxy Statement. Stockholder approval on each of the Asset Sale Compensation Proposal, the Say on Pay Proposal, the Frequency of Say on Pay Proposal, and the Auditor Ratification Proposal is advisory and therefore is not binding on the Company, the Board of Directors, or any committees of the Board of Directors.

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If your shares are registered directly in your name with our transfer agent, Equiniti Trust Company LLC, you are considered the “stockholder of record” with respect to those shares. Shares held in your name as the stockholder of record may be voted electronically at the Annual Meeting by visiting www.virtualshareholdermeeting.com/INVE2024 and using the 16-digit control number included in your proxy materials. If you have already voted previously by Internet, telephone or mail, there is no need to vote again at the Annual Meeting unless you wish to revoke and change your vote. Even if you plan to attend the virtual Annual Meeting, we recommend that you vote your shares in advance so that your vote will be counted if you later decide not to attend the virtual Annual Meeting.

If you hold your shares in “street name” through a broker, bank or other nominee rather than directly in your own name, you are considered the “beneficial owner” of shares held in street name. Your broker, bank or other nominee will provide instructions on how to vote the shares beneficially owned by you. Because a beneficial owner is not a stockholder of record, you may not vote these shares at the Annual Meeting unless you obtain a legal proxy giving you the right to vote those shares at the virtual Annual Meeting. If you wish to attend the virtual Annual Meeting and vote, you will need to consult with your broker, bank or other nominee or you must obtain a legal proxy.

You may vote by proxy as follows:

Stockholders are urged to specify their choices on the proxy they submit by Internet, telephone or mail. If you submit a proxy, but do not specify how you want to vote on a proposal, in the absence of contrary instructions, the shares represented by such proxy will be voted as the Board of Directors recommends on each proposal and the persons named as proxies will vote on any other matters properly presented at the Annual Meeting in accordance with their judgment. Stockholder votes will be tabulated by a representative of Broadridge Financial Solutions, Inc.

Brokers, banks, or other nominees that hold shares in “street name” for a beneficial owner of those shares typically have the authority to vote in their discretion if permitted by the stock exchange or other organization of which they are members. Brokers, banks, and other nominees are entitled to vote shares held for a beneficial holder on routine matters, such as the Auditor Ratification Proposal, without instructions from the beneficial holder of those shares, but, absent instructions

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from the beneficial holders of such shares, they are not entitled to vote shares held for a beneficial holder on non-routine matters, such as the approvals for the Asset Sale Proposal, Asset Sale Compensation Proposal, Election of Directors Proposal, 2011 Plan Amendment Proposal, Say on Pay Proposal, Frequency of Say on Pay Proposal, and the Adjournment Proposal. Consequently, if you do not give your broker, bank or other nominee specific instructions, your shares may not be voted on the non-routine matters. Please promptly instruct your broker, bank or other nominee so your vote can be counted on all proposals.

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If you have instructed a broker, bank or other nominee to vote your shares, you must follow the directions provided by your broker, bank or other nominee to change those instructions.

If you are a stockholder of record at a shared address to which a single copy of proxy materials was delivered and you prefer to receive multiple copies of our proxy materials at the same address, additional copies will be provided to you upon request. For future deliveries, stockholders who share a single address can request a separate copy of the Company’s proxy materials. Similarly, if multiple copies of the proxy materials are being delivered to a single address, you can request a single copy of the proxy materials for future deliveries. To make a request, please contact us by writing to Identiv, Inc., Attn: Justin Scarpulla, Secretary, 2201 Walnut Avenue, Suite 100, Fremont, California 94538, or by calling (949) 250-8888. We have undertaken householding to reduce paper waste, printing costs and postage fees, and we encourage you to participate.

If you are a beneficial owner, you may request additional copies of our proxy materials or you may request householding by notifying your broker, bank or other nominee.

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In order to ensure that all of your shares are voted at the Annual Meeting, please complete, sign, date and return each proxy card and voting instruction form that you receive.

Questions Related to the Asset Sale

The Asset Sale, as contemplated by the Agreement, may constitute the sale of substantially all of the assets of the Company under Delaware law. As a result, we are seeking the approval of the Asset Sale Proposal from our stockholders. In order to complete the Asset Sale, our stockholders must approve the Asset Sale Proposal.

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In addition, as a condition to entering into the Agreement, Buyer required that certain members of the Company’s senior management agree to join Buyer upon the closing of the Asset Sale. After considering various factors, including the fact that the Asset Sale would generate needed capital for the remaining IoT Business and that joining Buyer upon the closing of the Asset Sale would be required for the transaction to proceed, Mr. Humphreys and certain other members of the Company’s senior management have agreed to depart from the Company upon the closing of the Asset Sale and to join Buyer. Specifically, Mr. Humphreys has entered into an offer letter with Buyer effective upon the closing of the Asset Sale, pursuant to which Mr. Humphreys will depart from his positions with the Company and become Deputy Chief Executive Officer of, and a member of the Executive Committee of, Vitaprotech.

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Because individual circumstances may differ, you should consult your tax advisor to determine the particular U.S. federal, state, local or foreign tax consequences to you of the Asset Sale and any distribution on Company stock.

If the Asset Sale is not completed, we may explore other potential transactions involving our Physical Security Business or all or part of the entire Company. The terms of an alternative transaction may be more or less favorable to us than the terms of the Asset Sale and there can be no assurance that we will be able to reach agreement with or complete an alternative transaction with another party.

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This Proxy Statement, the documents to which we refer you in this Proxy Statement and information included in oral statements or other written statements made or to be made by us or on our behalf may include predictions, estimates and other information that may be considered “forward-looking statements” that do not directly or exclusively relate to historical facts, including, without limitation, statements relating to the completion of the Asset Sale, prospective financial information, pro forma financial information, and our plans and prospects for our IoT Business following the completion of the Asset Sale. You can typically identify forward-looking statements by the use of forward-looking words, such as “may,” “should,” “could,” “project,” “believe,” “anticipate,” “expect,” “estimate,” “continue,” “potential,” “plan,” “will” and other words of similar import. Stockholders are cautioned that any forward-looking statements are not guarantees of future performance. These statements are based on current expectations and assumptions that are subject to risks and uncertainties. Actual results could differ materially from those anticipated as a result of various factors including, but not limited to, factors and matters described under the section entitled “Risk Factors” elsewhere in this Proxy Statement or incorporated by reference in this Proxy Statement, and the following:

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Additional factors that may affect our future results are set forth in the filings we make with the SEC from time to time, including our Annual Report on Form 10-K for the year ended December 31, 2023, as amended, which is available on the SEC’s website at www.sec.gov and incorporated herein by reference.

You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date thereof. Except as required by applicable law, we undertake no obligation to update forward-looking statements to reflect events or circumstances after the date thereof.

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RISK FACTORS

Risks Related to the Asset Sale

The proposed Asset Sale is subject to a number of conditions beyond our control. Failure to complete the Asset Sale could materially and adversely affect our future business, results of operations, financial condition and stock price.

The closing of the Asset Sale is conditioned on the receipt of the Required Stockholder Approval, as well as the satisfaction of other closing conditions, including receipt of regulatory approvals and performance in all material respects by each party of its obligations under the Agreement.

We cannot predict whether and when the conditions will be satisfied. If one or more of these conditions is not satisfied, and as a result, we do not complete the Asset Sale, or in the event the Asset Sale is not completed or is delayed for any other reason, our business, results of operations, financial condition and stock price may be harmed because:

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The occurrence of these or other events individually or in combination could have a material adverse effect on our business, results of operations, financial condition and stock price.

In addition, our stock price has and may continue to fluctuate significantly based on announcements by us, Buyer or other third parties regarding the Asset Sale or our business.

The Agreement contains provisions that could discourage a potential competing acquirer.

The Agreement contains “no solicitation” provisions that restrict our ability to solicit, initiate, or knowingly encourage, facilitate or induce third party proposals for the acquisition of our common stock or to pursue an unsolicited offer, subject to certain limited exceptions. In addition, Buyer has an opportunity to modify or amend the terms of the Asset Sale in response to any unsolicited competing acquisition proposal before the Board of Directors may withdraw or change its recommendation with respect to the Asset Sale. Upon the termination of the Agreement to pursue an alternative transaction, including in connection with a Superior Proposal (as defined in the Agreement), we will be required to pay Buyer $5.075 million as a termination fee. These provisions could discourage a potential third-party acquirer from considering or proposing an acquisition transaction, even if it were prepared to pay a higher price than what would be received in the Asset Sale, or propose to acquire our entire company. These provisions might also result in a potential third-party acquirer proposing to pay a lower price than it might otherwise have proposed to pay because of the added expense of the termination fee that may become payable. If the Agreement is terminated and we determine to seek another purchaser for our Physical Security Business or an alternative transaction, we may not be able to negotiate a transaction with another party on terms comparable to, or better than, the terms of the Asset Sale.

Our executive officers and directors have interests in the Asset Sale that may be different from, or in addition to, the interests of our stockholders generally.

Our executive officers and members of the Board of Directors may be deemed to have interests in the Asset Sale that may be different from or in addition to those of our stockholders, generally. These interests may create potential conflicts of interest. The Board of Directors was aware of these potentially differing interests and considered them, among other matters, in evaluating and negotiating the Agreement and in reaching its decision to approve the Agreement and the transactions thereunder.

These interests include potential payments to, and the vesting of RSUs held by, our executive officers pursuant to the terms of agreements we previously entered into with those officers. Steven Humphreys, our Chief Executive Officer and a member of our Board of Directors, and Justin Scarpulla, our Chief Financial Officer, will receive a grant of 365,000 RSUs and 65,000 RSUs, respectively, effective immediately prior to the closing of the Asset Sale, which RSUs will be fully vested on grant and will settle for either stock or cash upon the closing of the Asset Sale. Additional information concerning these potential payments is provided under the section entitled “Proposal No. 1 – The Asset Sale Proposal – Interests of Certain Persons in the Asset Sale – Asset Sale Compensation”. For more information on the severance and change in control agreements that we have entered into with our named executive officers, see the section entitled “Executive Compensation – Summary Compensation Table – Potential Payments upon Termination or Change in Control”.

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In addition, Mr. Humphreys and certain other members of the Company’s senior management have agreed to depart from the Company upon the closing of the Asset Sale and to join Buyer. Specifically, Mr. Humphreys has entered into an offer letter with Buyer effective upon the closing of the Asset Sale, pursuant to which he will depart from his positions with the Company and become Deputy Chief Executive Officer of, and a member of the Executive Committee of, Vitaprotech.

Upon the closing of the Asset Sale, RSUs relating to unvested shares held by our employees who are employed by the Physical Security Business and remain employed by the Company through the closing of the Asset Sale and, effective immediately following the Asset Sale, become employees of Buyer (or an affiliate of Buyer) will become vested at Closing, while RSUs held by our non-employee directors will remain outstanding and continue to vest according to their terms. For more information regarding compensation, including RSUs, that has been paid or granted to our directors, see the section entitled “Proposal No. 3 – The Election of Directors Proposal – Compensation of Directors”.

We will incur significant expenses in connection with the Asset Sale, whether or not it is consummated.

We have and will continue to incur substantial expenses related to the Asset Sale, whether or not it is completed. We recorded transaction-related costs of approximately $1.4 million through March 31, 2024, and we will incur additional costs and expenses until completion of the Asset Sale. In addition, we will incur additional financial advisory fees that are payable upon consummation of the Asset Sale. We may also be required to pay $5.075 million to Buyer if we terminate the Agreement in certain circumstances. We have also agreed to reimburse Buyer for certain expenses up to $3.0 million in the aggregate in the event that the Agreement is terminated by Buyer or us for failure to obtain the Required Stockholder Approval. Payment of these expenses if the Asset Sale is not completed would adversely affect our operating results and financial condition, our plans on further investment into the IoT Business, and would likely adversely affect our stock price.

We cannot be sure if or when the Asset Sale will be completed.

The consummation of the Asset Sale is subject to the satisfaction or waiver of various conditions, including:

We cannot guarantee that the closing conditions set forth in the Agreement will be satisfied. If we are unable to satisfy the closing conditions in Buyer’s favor or if other mutual closing conditions are not satisfied, Buyer will not be obligated to complete the Asset Sale.

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If the Asset Sale is not completed, the Board of Directors, in discharging its fiduciary obligations, may evaluate other strategic alternatives that may be available, which alternatives may not be as favorable to our stockholders as the Asset Sale. These may include retaining and operating the Physical Security Business or pursuing an alternate sale transaction that would yield reduced consideration or involve significant delays. Any future sale of substantially all of the assets of the Company or other transactions may be subject to further stockholder approval.

We may be subject to litigation related to the Asset Sale, which is expensive and could divert our attention.

We may be subject to litigation in connection with the Asset Sale. Litigation against us could result in substantial costs and divert our management’s attention from closing the Asset Sale, which could harm our business and increase our expenses, which could decrease our net proceeds from the Asset Sale.

The unaudited pro forma condensed consolidated financial information included in this Proxy Statement is presented for illustrative purposes only and may not be an indication of our financial condition or results of operations in the future.

The unaudited pro forma condensed consolidated financial information included in this Proxy Statement is presented for illustrative purposes only and is not necessarily indicative of what our actual financial condition or results of operations would have been had the Asset Sale been completed on the dates indicated. The assumptions used in preparing the pro forma financial information, including management’s adjustments, may not prove to be accurate and are subject to change, and other factors may affect our financial condition or results of operations. Accordingly, our financial condition and results of operations in the future may not be evident from or consistent with such pro forma financial information.

Prospective financial information may not prove accurate.

In performing its financial analysis and rendering its opinion, Craig-Hallum reviewed and relied on, among other things, internal financial analyses and forecasts for certain aspects of our business, which were prepared by management. This prospective financial information includes assumptions regarding future operating cash flows, expenditures, and income, among other matters. This prospective financial information was not prepared with a view to public disclosure, is subject to significant economic, competitive, regulatory, industry, market and other uncertainties and may not be achieved in full, at all, or within projected timeframes. Stockholders should not place undue reliance on the prospective financial information when deciding how to vote on the Asset Sale Proposal or evaluating their investment in our common stock.

Risks Related to the Company’s IoT Business if the Asset Sale is Completed

The growing number of competitors in the RFID industry is posing additional risks to our business.

As the RFID industry continues to grow, there has been an increase in the number of companies entering the market, including from China. Competitors may sell products or solutions at low prices in order to gain market share, because they have lower costs than other competitors, or for other reasons. The number of contract manufacturers and the amount of manufacturing capacity has also increased significantly. If the growth of the RFID industry does not keep pace with the increased manufacturing capacity, this may result in downward pressure on pricing and reduced margins, each of which could have a serious adverse impact on our business, financial condition and results of operations.

Our success depends largely on the continued service and availability of key personnel.

Our future success depends on our ability to continue to attract, retain, and motivate our senior management as well as qualified technical personnel in the RFID industry. Competition for these employees is intense and many of our competitors may have greater name recognition and significantly greater financial

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resources to better compete for these employees. We have in the past, and may in the future, experience the loss of employees to our competitors. If we are unable to retain our existing personnel, or attract and retain additional qualified personnel, specifically in connection with and following the completion of the Asset Sale, our growth may be limited. Our key employees are employed on an “at will” basis, meaning either we or the employee may terminate their employment with us at any time. The loss of or inability to hire or replace key employees could slow our product development processes and sales efforts or harm our reputation. Also, if our stock price declines, as it has recently, it may result in difficulty attracting and retaining personnel as equity incentives generally comprise a significant portion of our employee compensation.

The separation of our Physical Security Business following the closing of the Asset Sale may significantly disrupt our operations.

If the Asset Sale is completed, we will separate the Physical Security Business from our operations, and financial reporting and corporate functions, which will require us to reconfigure our current system processes, transactions, data and controls. This transition will require significant management attention, capital and personnel resources, and the coordination of our system providers and internal business teams. We may experience difficulties, including delays and higher than anticipated costs related to capital and personnel resources, as we manage these changes, including loss or corruption of data, delays in finalizing our financial records for each accounting period and related delays in completion of our financial reporting, unanticipated expenses, and lost revenue. In addition, delays in finalizing our records could result in our failure to timely file our periodic reports with the SEC, which could limit our access to the public markets to raise debt or equity capital, restrict our ability to issue equity securities, and result in the delisting of our common stock and/or regulatory sanctions from the SEC or Nasdaq, any of which could have a material adverse impact on our operations. Difficulties in implementing the separation of the Physical Security Business could disrupt our operations, divert management’s attention from key strategic initiatives and have an adverse effect on our results of operations, financial condition and cash flows.

Failure to expand our IoT Business to penetrate new markets and scale successfully within those markets may negatively impact our revenues and financial condition.

Following the closing of the Asset Sale, our growth strategy for the IoT Business will depend in part on our ability to penetrate emerging markets, such as the medical device market, and scale successfully within those markets. The medical device market and other new markets present distinct and substantial challenges and risks and will likely require us to develop new customized solutions to address the particular requirements of that market. Additionally, these new market opportunities may be outside the scope of our proven expertise or in areas which have unproven market demand, and the utility and value of new products developed by us may not be accepted in the markets served by the new products. Our inability to gain market acceptance of new products could prevent us from scaling successfully within new markets and may harm our future operating results. Our future success also depends on our ability to manufacture new products to meet customer demand in a timely and cost-effective manner. Difficulties or delays in replacing existing products with new products we introduce or in manufacturing improved or new products in sufficient quantities to meet customer demand could diminish future demand for our products and harm our future operating results. In addition, if the medical device market and other new market opportunities for our current and future products are smaller than estimated or do not develop as we expect, our growth may be limited and our business, financial condition and results of operations could be adversely affected. Even if the medical device market and other emerging markets develop as expected, we may not be able to achieve the high gross margins associated with such markets, or, if we do achieve such gross margins, we may not be able to sustain them.

Following the closing of the Asset Sale, we will continue to incur significant expenses and administrative burdens as a public company despite our revenue being significantly lower, which could have an adverse effect on our business, financial condition and results of operations.

Following the closing of the Asset Sale, we will continue to incur significant legal, accounting, administrative and other costs and expenses as a public company. Because our revenue will be significantly reduced as a result of the divestiture of the Physical Security Business, these expenses will represent a larger

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percentage of our revenue and will have a negative effect on our gross margins. If we are unable to generate sufficient revenue through our IoT Business following the Asset Sale, these increased expenses as a percentage of our revenue may have an adverse effect on our business, financial condition and results of operations.

Uncertainty regarding the use of proceeds from the Asset Sale and our future operations may negatively impact the value and liquidity of our common stock.

We will receive $145.0 million in cash from Buyer, subject to customary adjustments pursuant to the terms of the Agreement. Our Board of Directors will have discretion regarding the use of proceeds from the Asset Sale and plans to use a portion of the net proceeds to pursue growth opportunities for the IoT Business. It may also use the funds to pay dividends and distributions on or redeem or repurchase our capital stock; for working capital and other general corporate purposes, which may include sales and marketing activities, research and development, general and administrative matters and capital expenditures; to invest in or acquire complementary businesses, products, services, technologies or assets; or to otherwise execute our growth strategy. Although our Board of Directors continues to evaluate various alternatives regarding use of the proceeds from the Asset Sale, it has not yet identified any specific plans, investments or acquisitions or committed to making any such decision by a particular date. This uncertainty may negatively impact the value and liquidity of our common stock.

We may use the net proceeds for purposes that do not yield a significant return or any return at all for our stockholders. In addition, pending their use, we may invest the net proceeds from the Asset Sale in a manner that does not produce income or that loses value, or in a manner that stockholders do not agree with. If we do not invest or apply the net proceeds from the Asset Sale in ways that enhance stockholder value, we may fail to achieve expected financial results, which could cause our stock price to decline.

The amount of net proceeds that we receive from the Asset Sale is subject to decrease.

We will receive aggregate cash consideration of $145.0 million subject to certain upward adjustments related to cash and cash equivalents and working capital and certain downward adjustments related to the working capital of the Physical Security Business, indebtedness, and selling expenses. The amount of the working capital of the Physical Security Business at any given point in time is dependent upon a number of factors beyond our control. If the working capital of the Physical Security Business at the closing of the Asset Sale is less than $19.5 million, the net proceeds we will receive in connection with the Asset Sale will be decreased on a dollar-for-dollar basis, in addition to reductions with respect to our indebtedness and selling expenses at the closing of the Asset Sale. There can be no assurance that the closing working capital of the Physical Security Business will be at or above $19.5 million, and that we will receive the full $145.0 million purchase price.

If the Asset Sale is completed, our business prospects may diminish and our stock price may decline.

If the requisite stockholder vote to approve the Asset Sale Proposal is obtained and the Asset Sale closes, we will continue to operate our IoT Business despite the sale of assets that have historically generated a significant portion of our revenue. For example, the Physical Security Business generated approximately 63% of the Company’s revenue for the fiscal year ended December 31, 2023. The divestiture of the Physical Security Business will result in material cash proceeds to the Company and a reduction in operating expenses and liabilities; however, our revenue following the closing of the Asset Sale will be limited to our IoT Business. A failure by us to grow our IoT Business could result in our business prospects diminishing, and the value and liquidity of our common stock could be negatively impacted.

Even if the Asset Sale is completed, we cannot provide any assurances that we will realize the benefits we currently anticipate from the Asset Sale.

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capital, and management attention towards expanding our IoT Business. However, we may not be able to realize our goals for the IoT Business. In addition, we will experience a significant decrease in revenue as a result of the sale of the Physical Security Business. Any failure to realize the benefits we currently anticipate from the Asset Sale could have a material adverse impact on our future operating results and financial condition and could materially and adversely affect our stock price or trading volume.

To the extent we pursue acquisitions, strategic alliances, or investments in other businesses, products, services, technologies or assets, we could experience operating difficulties and other consequences that may harm our business, financial condition, and operating results, and we may not be able to successfully consummate favorable transactions or successfully integrate such acquisitions.

We expect to apply a portion of the net proceeds from the Asset Sale to pursue growth opportunities for the IoT Business, including potentially investing in opportunities such as acquisitions of complementary businesses, products, services, technologies or assets. We may also pursue strategic alliances that leverage our core technology and industry experience to expand our IoT offerings or make investments in other companies or technologies.

The identification of suitable acquisition candidates is difficult, and we may not be able to complete acquisitions on favorable terms, if at all. With respect to any future acquisitions, we may not be able to integrate such acquisitions successfully into our existing business, and we could assume unknown or contingent liabilities. Any acquisitions by us also could result in significant write-offs or the incurrence of debt and contingent liabilities, any of which could harm our operating results. Furthermore, the loss of customers, partners or suppliers following the completion of any acquisition could harm our business. Changes in services, sources of revenue, and branding or rebranding initiatives may involve substantial costs and may not be favorably received by customers, resulting in an adverse impact on our financial results, financial condition and stock price. Integration of an acquired company or business also may require management’s time and resources that otherwise would be available for ongoing development of our existing business. We may also need to divert cash from other uses, or issue equity securities in order to fund these integration activities and these new businesses. If the stock price of our common stock is low or volatile, we may not be able to acquire other companies for stock. In addition, our stockholders may experience substantial dilution as a result of additional securities we may issue for acquisitions. Open market sales of substantial amounts of our common stock issued to stockholders of companies we acquire could also depress our stock price.

Ultimately, we may not realize the anticipated benefits of any acquisition, strategic alliance, or investment, or these benefits may take longer to realize than we expected. The occurrence of any of these risks could harm our business, results of operations, and financial condition.

Changes in management following the closing of the Asset Sale may adversely affect the future performance of our IoT Business.

Upon the closing of the Asset Sale, Mr. Humphreys and certain other members of the Company’s senior management will join Buyer. Following the completion of the Asset Sale and the departure of these members of senior management, the senior management of the Company will include Kirsten Newquist, currently President, IoT Solutions, Justin Scarpulla, Chief Financial Officer, Edward Kirnbauer, Vice President, Global Corporate Controller, Dr. Manfred Mueller, Chief Strategy Officer, Amir Khoshniyati, Executive Vice President and General Manager, IoT Solutions, and Boon Yong (BY) Koh, Executive Vice President, Operations. Ms. Newquist joined the Company on April 15, 2024. Upon Mr. Humphreys’ departure, Ms. Newquist will assume the role of Chief Executive Officer of the Company and is expected to serve as a member of the Board of Directors. In connection with these changes in management and the sale of our Physical Security Business, there will be changes to the Company’s operations and our key strategies and tactical initiatives related to our IoT Business over time. If we do not successfully implement and adapt to these changes, we may be unable to successfully execute our long-term business development plans for our IoT Business, which could adversely

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affect our financial condition and results of operations. Further, the future performance of our IoT Business will depend, in part, on the successful transition of our workforce to our new operating and organizational structure following the Asset Sale, and our inability to successfully manage these transitions could be viewed negatively by our customers, employees, investors and other third-party partners, and could have an adverse impact on our business and results of operations.

We will be subject to five-year non-competition and non-solicitation covenants under the Agreement, which will prevent us from reentering the Physical Security Business.

Our historical and pro forma financial information is not necessarily representative of the results that we would have achieved through our IoT Business and may not be a reliable indicator of the future performance of our IoT Business.

The historical and pro forma financial information in this Proxy Statement is derived from the consolidated financial statements and accounting records of our operations prior to the sale of the Physical Security Business. Accordingly, the historical and pro forma financial information included in this Proxy Statement does not necessarily reflect the financial results that we would have achieved through our IoT Business during the periods presented or those that we may achieve in the future primarily as a result of significant changes to our cost structure, management, financing and business operations as a result of selling the Physical Security Business and continuing operations through our IoT Business. For additional information about our past financial performance and the basis of presentation of our historical and pro forma financial information, please refer to the sections of this Proxy Statement entitled “Unaudited Pro Forma Condensed Consolidated Financial Information” and “Physical Security Business Unaudited Carve-Out Financial Statements”, in addition to our audited consolidated financial statements for the years ended December 31, 2023 and 2022 contained in our Annual Report on Form 10-K for the year ended December 31, 2023, as amended, which are incorporated by reference into this Proxy Statement.

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THE ANNUAL MEETING

General

Record Date; Stockholders Entitled to Vote

Shares Outstanding

Quorum and Vote Required

Generally, broker non-votes occur on a matter when a broker, bank or other nominee does not have discretionary authority to vote on that matter without instructions from the beneficial owner, and instructions are not given. Discretionary items are proposals considered “routine” under applicable stock exchange rules, such as the ratification of the appointment of our independent auditors, and therefore, broker non-votes are not expected to exist with respect to this proposal. Except for the Auditor Ratification Proposal, all other proposals to be voted on at the Annual Meeting are expected to be considered a “non-routine” item for which brokers, banks and other nominees do not have discretionary voting power and, therefore, broker non-votes may exist with respect to these “non-routine” proposals. Notwithstanding the foregoing, for proposals where the applicable voting threshold is a

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proportion of our outstanding shares of common stock entitled to vote on the matter (including, as applicable, Series B Preferred Stock voting on an as-converted basis), broker non-votes will have the effect of a vote against the proposal.

The following sets forth the votes that are required to approve each of the proposals and the impact of abstentions, “WITHHOLD” votes, and broker non-votes, if any:

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The votes regarding each of the Asset Sale Compensation Proposal, the Say on Pay Proposal, the Frequency of Say on Pay Proposal, and the Auditor Ratification Proposal are non-binding advisory votes, and therefore are not binding on the Company. Since compensation and benefits that may be paid or provided are based on contractual arrangements with the executive officers, the outcome of the advisory votes on the Asset Sale Compensation Proposal and the Say on Pay Proposal will not affect the obligation to make these payments, and these payments may still be made even if our stockholders do not approve such proposals.

Shares Owned by Our Directors and Executive Officers

Voting Procedures

For Stockholders of Record

If your shares are registered directly in your name with our transfer agent, Equiniti Trust Company LLC, you are considered the “stockholder of record” with respect to those shares. Shares held in your name as the stockholder of record may be voted electronically at the Annual Meeting by visiting www.virtualshareholdermeeting.com/INVE2024 and using the 16-digit control number included in your proxy materials. If you have already voted previously by Internet, telephone or mail, there is no need to vote again at the Annual Meeting unless you wish to revoke and change your vote. Even if you plan to attend the virtual Annual Meeting, we recommend that you vote your shares in advance so that your vote will be counted if you later decide not to attend the virtual Annual Meeting.

If you hold your shares in “street name” through a broker, bank or other nominee rather than directly in your own name, you are considered the “beneficial owner” of shares held in street name. Your broker, bank or other nominee will provide instructions on how to vote the shares beneficially owned by you. Because a beneficial owner is not a stockholder of record, you may not vote these shares at the Annual Meeting unless you obtain a legal proxy giving you the right to vote those shares at the virtual Annual Meeting. If you wish to attend the virtual Annual Meeting and vote, you will need to consult with your broker, bank or other nominee or you must obtain a legal proxy.

You may vote by proxy as follows:

Stockholders are urged to specify their choices on the proxy they submit by Internet, telephone or mail. If you submit a proxy, but do not specify how you want to vote on a proposal, in the absence of contrary instructions, the shares represented by such proxy will be voted as the Board of Directors recommends on each proposal and the persons named as proxies will vote on any other matters properly presented at the Annual Meeting in accordance with their judgment. Stockholder votes will be tabulated by a representative of Broadridge Financial Solutions, Inc.

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For Beneficial Owners

Brokers, banks, or other nominees that hold shares in “street name” for a beneficial owner of those shares typically have the authority to vote in their discretion if permitted by the stock exchange or other organization of which they are members. Brokers, banks, and other nominees are entitled to vote shares held for a beneficial holder on routine matters, such as the ratification of the appointment of BPM LLP as the Company’s independent registered public accounting firm, without instructions from the beneficial holder of those shares, but, absent instructions from the beneficial holders of such shares, they are not entitled to vote shares held for a beneficial holder on non-routine matters, such as the Election of Directors Proposal, the approval of the 2011 Plan Amendment Proposal, the approval of the Say on Pay Proposal, on a non-binding advisory basis, and the approval of the Frequency of Say on Pay Proposal, on a non-binding advisory basis. Consequently, if you do not give your broker, bank or other nominee specific instructions, your shares may not be voted on the non-routine matters. Please promptly instruct your broker, bank or other nominee so your vote can be counted on all proposals.

Solicitation of Proxies

Revocability of Proxies

If you are a stockholder of record, your proxy is revocable at any time before it is voted at the Annual Meeting either by delivering to the Secretary of the Company a written notice of revocation or a duly executed proxy bearing a later date, or by attending the virtual Annual Meeting and voting. Attendance at the virtual Annual Meeting, however, will not by itself revoke a proxy previously delivered to us. If you have executed and returned a proxy and are present at the virtual Annual Meeting and wish to vote at the Annual Meeting, you may elect to do so by notifying the inspector of elections, thereby suspending the power of the proxy holders to vote the proxy previously delivered by you.

If you are a beneficial owner of shares held in street name, you may change your vote by submitting new voting instructions to your broker, bank or other nominee, or if you have obtained a legal proxy from the broker, bank or other nominee that holds your shares giving you the right to vote the shares, by attending the virtual Annual Meeting and voting. Attendance at the Annual Meeting will not by itself revoke a previously granted proxy.

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Annual Report and Other Matters

Our Annual Report on Form 10-K for the year ended December 31, 2023, as amended, which is being made available to stockholders with or preceding this Proxy Statement, contains financial and other information about our Company, but is not incorporated into this Proxy Statement and is not to be considered a part of these proxy materials or subject to Regulations 14A or 14C or to the liabilities of Section 18 of Exchange Act.

We make all of our filings with the SEC available free of charge on our website, www.identiv.com, including our proxy statements, our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, together with amendments to these reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act.

We will also provide to each stockholder of record as of the Record Date, without charge, a copy of our Annual Report on Form 10-K for the year ended December 31, 2023, as amended, this Proxy Statement, and the related proxy card. Requests for copies may be made in writing directed to Identiv, Inc., 1900-B Carnegie Avenue, Santa Ana, CA 92705, Attention: Investor Relations, by telephone at (949) 574-3860, or by e-mailing us at [email protected].

Stockholder Proposals for 2025 Annual Meeting of Stockholders

Our amended and restated bylaws (“Bylaws”) establish an advance notice procedure for stockholders who wish to present certain matters before an annual meeting of stockholders without including those matters in the Company’s proxy statement. In general, such proposals shall set forth as to each matter the stockholder proposes to bring before the annual meeting (a) a brief description of the business desired to be brought before the annual meeting, (b) the name and address, as they appear on the Company’s books, of the stockholder proposing such business, (c) the class and number of shares of the Company which are beneficially owned by the stockholder, and (d) any material interest of the stockholder in such business.

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Notwithstanding the foregoing, a stockholder shall also comply with all applicable requirements of the Exchange Act and the rules and regulations thereunder with respect to the matters set forth therein. Our Bylaws have been publicly filed with the SEC.

If a stockholder fails to give notice of a stockholder proposal as required by our Bylaws or other applicable requirements, then the proposal will not be included in the proxy statement for our 2025 annual meeting of stockholders and the stockholder will not be permitted to present the proposal to the stockholders for a vote at our 2025 annual meeting of stockholders.

Adjournments or Postponements

The Annual Meeting may be adjourned for the purpose of, among other things, soliciting additional proxies, by the vote of the majority of the votes cast, whether or not a quorum is present. Any signed proxies received by us for which no voting instructions are provided on such matter will be voted “FOR” the Adjournment Proposal.

Assistance

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PROPOSAL NO. 1

THE ASSET SALE PROPOSAL

The Asset Sale Proposal

Completion of the Asset Sale is conditioned on approval of the Asset Sale Proposal.

Vote Required

The affirmative vote of the holders of a majority of the outstanding shares of common stock and Series B Preferred Stock voting together as a single class (the Series B Preferred Stock voting on an as-converted basis), present in person or by proxy and entitled to vote thereon at the Annual Meeting, will be required to approve the Asset Sale Proposal.

Recommendation of the Board of Directors

The Board of Directors recommends a vote “FOR” the approval of the Asset Sale Proposal.

Information about the Parties

Identiv, Inc.

Identiv, Inc.

2201 Walnut Avenue, Suite 100

Fremont, California 94538

(949) 250-8888

www.identiv.com

Hawk Acquisition, Inc.

Hawk Acquisition, Inc.

c/o Vitaprotech SAS

1, rue du Dauphine

69120 Vaulx-en-Velin

France

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Buyer is a wholly-owned subsidiary of Vitaprotech.

Vitaprotech SAS

Vitaprotech SAS

1, rue du Dauphine

69120 Vaulx-en-Velin

France

www.vitaprotech.com

Vitaprotech is a provider of security solutions in the sectors of Intrusion Detection, Access Control, and Intelligent Software Monitoring, and offers a comprehensive and consolidated approach to securing physical access to professional and sensitive sites.

General Description of the Asset Sale

Following the completion of the Asset Sale, the Company will continue to be a public company operating under the name Identiv, Inc. and will continue to own the assets and liabilities of the IoT Business. As of immediately following the closing of the Asset Sale, the Company’s revenues will be generated by the IoT Business. The remaining IoT Business, Identiv IoT, is developing, manufacturing, and supplying specialty IoT solutions tailored for the healthcare industry and other high-value end markets. The Company’s specialty RFID IoT devices, including NFC, HF, DF, UHF and BLE, are attached to or embedded into physical items, such as syringes, pill containers, wine bottles, and sports jerseys, providing those items with a unique digital identity. These devices enable unique and secure digital interaction with the physical world while simultaneously capturing relevant data which can then be analyzed and managed by the end customer. The Company currently sells its products across multiple industries, focusing on pharmaceutical and medical devices but also including consumer electronics, mobile devices, wine and spirits, luxury goods, libraries, and logistics.

As a condition to entering into the Agreement, Buyer required that certain members of the Company’s senior management agree to join Buyer upon the closing of the Asset Sale. After considering various factors, including the fact that the Asset Sale would generate needed capital for the remaining IoT Business and that joining Buyer upon the closing of the Asset Sale would be required for the transaction to proceed, Steven Humphreys, Chief Executive Officer and a member of the Board of Directors, and certain other members of the Company’s senior management have agreed to depart from the Company upon the closing of the Asset Sale and to join Buyer. Following the completion of the Asset Sale and the departure of certain members of senior management, the senior management of the Company will include Kirsten Newquist, currently President, IoT Solutions, Justin Scarpulla, Chief Financial Officer, Edward Kirnbauer, Vice President, Global Corporate

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We encourage you to carefully read in its entirety the Agreement, which is the principal document governing the Asset Sale.

Background of the Asset Sale

As part of its ongoing evaluation of the Company’s business, in the first quarter of 2023 the Board of Directors initiated a strategic review to assess the best strategy to maximize value creation opportunities for the Company’s two businesses, IoT and Physical Security, in view of the fact that these businesses require dedicated management focus and execution and have different capital needs to drive growth. This evaluation included in-depth discussions among management and members of the Board of Directors at meetings held on February 27 and May 1. Mr. Humphreys was introduced to Eric Thord, Chief Executive Officer of Vitaprotech, by a mutual acquaintance in the industry, and they met electronically on July 12, 2023. As part of the strategic review process, the Board of Directors met with multiple potential financial advisors, including at a meeting on July 17, and on July 24, the Company entered into an engagement letter with Imperial Capital, LLC (“Imperial”), to serve as the Company’s financial advisor for this process.

Over the ensuing weeks, the Company, with input from its financial advisor Imperial, analyzed multiple potential alternatives, including evaluating the possibility of selling the entire company; the possibility of selling the IoT Business with Identity Readers to focus on Physical Security or selling the Physical Security Business with Identity Readers to focus on the IoT Business; potential partnering opportunities; and the possibility of continuing to retain both businesses. Following a review of potential buyers for part or all of the Company, including conversations with an entity that had product offerings related to both of the Company’s businesses, the Company, in consultation with its financial advisor, concluded that potential bidders would value either the Physical Security Business or the IoT Business, but not both. As a result, the Board of Directors determined that the best way to maximize value would be to explore a sale of one or both businesses separately.

In September 2023, the Company and its financial advisor, Imperial, launched a process to seek indications of interest for a potential sale of the Physical Security Business and, separately, for a potential sale of the IoT Business.

With respect to the IoT Business, Imperial reached out to five potential acquirors and four potential partners. Two potential acquirors of the business signed confidentiality agreements and subsequently met with representatives of the Company and received a confidential presentation on the opportunity. One provided an indication of interest; however, the Board of Directors in consultation with its financial advisor determined that the range did not reflect the value of the IoT Business moving forward and therefore did not pursue such opportunity. With respect to the Physical Security Business, 41 entities were contacted, including 16 strategic parties (of which three parties were private equity backed) and 25 private equity firms. Vitaprotech, an affiliate of Buyer, was one of the companies that participated in the process. 30 of the parties contacted, including Vitaprotech, entered into confidentiality agreements and received a Confidential Information Presentation (“CIP”) from the Company. Before receiving initial indications, the Company made available to Vitaprotech and the other bidders who signed confidentiality agreements an online data room containing certain information with respect to the Company, including a draft asset purchase agreement prepared by the Company’s counsel, Pillsbury Winthrop Shaw Pittman LLP (“Pillsbury”), which was provided in early November.

Beginning the week of September 11, Imperial, on behalf of the Company, started to return fully executed confidentiality agreements to the prospective buyers. The confidentiality agreement between the

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Company and Vitaprotech went into effect on September 11. Also on September 11, while attending a trade show, Mr. Humphreys met with the chief executive of a company in the IoT field to discuss possible interest in a combination.

On September 19, Mr. Humphreys met Mr. Thord and a representative of Seven2 (“Seven2”), a private equity firm and the largest stockholder of Vitaprotech, as well as other members of Seven2 and Vitaprotech, in Paris, where Mr. Humphreys provided a corporate overview of the Company. Starting on September 26, Imperial distributed the CIP to prospective buyers who had signed the confidentiality agreement, including to Vitaprotech.

On September 28, while attending a conference in Washington DC at which Mr. Humphreys was a speaker, Mr. Humphreys and representatives of Imperial met with representatives of certain entities in both the IoT and physical security industries. This included representatives of Raymond James & Associates, Inc. (“Raymond James”), which was subsequently retained as financial advisor to Vitaprotech for the proposed transaction.

Mr. Humphreys and other members of the Company’s management met with Mr. Thord and other members of Vitaprotech management via videoconference on October 9. On October 10, Mr. Humphreys and representatives of Imperial briefed Jim Ousley, Chair of the Board of Directors, on the meeting with Vitaprotech.

On October 13, Mr. Humphreys met further with representatives of an IoT company to gauge interest in a potential transaction.

Following discussion and support from the Board of Directors, on October 27, Mr. Ousley and Mr. Humphreys began speaking with representatives of Heidrick & Struggles concerning an executive search for an IoT Business leader to join the Company. On November 9, the Company retained Heidrick & Struggles. Mr. Ousley and Mr. Humphreys held weekly calls with Heidrick & Struggles through the balance of the calendar year identifying and interviewing potential candidates.

In mid-November Mr. Ousley, Mr. Humphreys and representatives of Imperial approached the Company’s largest stockholder to discuss, under a confidentiality agreement, feedback on the strategic process to date.

On November 15 and November 22, Mr. Humphreys held telephone meetings with another entity to discuss the possibility of purchasing the Company’s IoT Business and Identity Reader business and to discuss indicative value.

On November 16, the Company received, through Imperial, four non-binding initial indications of interest for the Physical Security Business only. The price range of the indications was the following: $155-$170 million (from “bidder A”), $140-$160 million (from Vitaprotech), $135-$150 million (from “bidder C”), and $105-$125 million. Following these submissions, Imperial had conversations with each party to obtain answers to a series of questions designed to determine the seriousness of intent, remaining due diligence requirements, valuation parameters, and timing for completion of due diligence, among other matters. Following these discussions, Imperial made a presentation to the Board of Directors at a meeting on November 21. Imperial then informed three of the four parties that submitted initial indications of interest that they would be invited into the second round of the process for further due diligence and management meetings. These follow on meetings took place in latter part of November and throughout December.

On November 30, representatives of Raymond James and Imperial held a meeting to introduce each party’s legal counsel and discuss threshold legal considerations and the diligence process. Attendees included representatives of Pillsbury, representatives of Weil, Gotshal & Manges LLP (“Weil”), counsel to Buyer, as well as Justin Scarpulla, the Company’s Chief Financial Officer, and a representative of Seven2.

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On December 6 and December 8, Mr. Humphreys and other members of Company management met at the Company’s offices in Santa Ana, California with representatives of other potential bidders for the Physical Security Business.

On December 7 and December 8, representatives of Vitaprotech met at the Company’s Santa Ana offices to discuss the Company’s technology.

On December 11 and December 12, the parties held a diligence session at the offices of Raymond James in New York City. Attendees included Mr. Humphreys, Mark Allen, General Manager, Physical Access Systems, Mr. Scarpulla and Michael Taylor, Vice President of Global Sales of the Company; Mr. Thord, representatives of Seven2; representatives of BPM LLP’s M&A advisory group retained by the Company; representatives of FTI, retained by Buyer; representatives of Raymond James; representatives of Imperial; representatives of Weil; and representatives of Pillsbury.

On December 20, Mr. Humphreys gave a presentation by videoconference to the board of directors of Vitaprotech and to the investment committee of Seven2.

On December 29, Vitaprotech, through Raymond James, provided the Company, through Imperial, with a letter that contained a non-binding proposal to acquire the Physical Security Business for a total consideration of $145 million (the “First Proposal”). In the First Proposal, Vitaprotech also indicated that it would expect the Company to agree to a 4-week exclusivity period.

On December 30, Mr. Humphreys, Mr. Scarpulla and representatives of Imperial, met with representatives of Vitaprotech by videoconference, including Mr. Thord, Thierry Bourgeois, the Chief Financial Officer of Vitaprotech, and representatives of Seven2. The meeting included an overview of Vitaprotech provided by its representatives.

On December 31, the Board of Directors held a special meeting, at which representatives of Imperial and Pillsbury were in attendance. Imperial reviewed the terms of the First Proposal with the Board of Directors, and Mr. Humphreys and Imperial reported to the Board of Directors on the recent meetings between members of the Company’s senior management and representatives of Vitaprotech. The Board of Directors then instructed management and Imperial to prepare a financial analysis of the Company prior to the Asset Sale compared with a pro forma financial analysis of the Company after the sale of assets to Vitaprotech over a multiyear period. The Board of Directors determined that the implied value of the First Proposal was inadequate when evaluated against the Company’s current valuation and its business prospects and directed Imperial to inform representatives of Raymond that it rejected the First Proposal.

Beginning the week of January 8, 2024, the Company began interviewing leading candidates identified by Heidrick & Struggles. These interviews, conducted by videoconference and in person by Mr. Ousley, Mr. Humphreys, other members of Company management and other directors, continued through early March.

On January 10, Mr. Humphreys met in Los Angeles with another potential bidder for the Physical Security Business. Also on January 10, Mr. Humphreys, Mr. Ousley and representatives of Imperial reached out to the Company’s largest stockholder to discuss the process and request input.

On January 11, representatives of Raymond James contacted representatives of Imperial to inform them that Vitaprotech was willing to increase its non-binding proposal to an aggregate consideration of $148 million (the “Second Proposal”), and later that day, Imperial informed Mr. Humphreys and Mr. Ousley of the Second Proposal. Representatives of Imperial and Raymond James continued discussions each day thereafter until the Agreement was executed. Also on January 11, Mr. Thord and representatives of Seven2 held an initial discussion with Mr. Humphreys concerning an outline of employment terms to be proposed to Mr. Humphreys and select other members of Company management.

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On January 15, the Board of Directors held a special meeting at which Mr. Humphreys, Mr. Scarpulla and representatives of Pillsbury and Imperial were in attendance. Representatives from Imperial updated the Board of Directors on their recent communications with Raymond James, including the Second Proposal and Vitaprotech’s request for a meeting with Mr. Ousley, as Chair, to present its rationale in favor of the proposed strategic combination. Representatives of Imperial then presented a financial analysis of the Company as a standalone entity compared with a pro forma financial analysis of the Company after the sale of assets to Vitaprotech over a multi-year period with respect to the Second Proposal. Representatives of Imperial also reviewed with the Board of Directors a summary of the process that the Company had undertaken in 2023 with respect to a potential strategic transaction. Representatives of Imperial also advised that neither bidder A nor bidder C had indications of financial support at that time and that bidder A had suggested that their bid, if submitted would be approximately $30 million lower than initially suggested. Following discussion, the Board of Directors determined that while it was not prepared to agree to all the terms discussed, it found the proposed transaction value of $148 million to be acceptable and authorized Mr. Ousley, as Chair, to execute an exclusivity agreement on behalf of the Company during which the parties would continue diligence and begin negotiations on definitive agreements for the proposed transaction.

On January 16, Mr. Ousley and Mr. Humphreys traveled to Lyon, France for meetings with representatives of Vitaprotech and Seven2 to assess the commitment of the principals to the proposed transaction, discuss Buyer’s ability to finance and support the process, and address other considerations.

On January 17, bidder C, following further diligence, put forward a revised indication at a valuation range $5-10 million lower than initially suggested.

On January 19, Vitaprotech and the Company entered an exclusivity agreement that referenced a non-binding letter of intent from Buyer reflecting proposed terms (“LOI”). On January 23, Pillsbury and Vitaprotech’s external counsel, Weil, discussed diligence requests, the initial draft of the Agreement and the exclusivity period set forth in the LOI.

From January 19 through April 1, representatives of Vitaprotech engaged in due diligence of the Company and various representatives of the Company and Vitaprotech, and their respective financial advisors and external counsels conducted various discussions regarding the Physical Security Business. Multiple telephonic due diligence sessions were completed on matters including commercial, operations, finance, accounting, legal, intellectual property, and human resources matters. Also, throughout the confirmatory diligence period, Imperial and Raymond James had frequent meetings to discuss progress on the full range of due diligence matters and align on the timeline of diligence deliverables.

On January 23, representatives of Pillsbury and Weil met by videoconference to discuss the Agreement and the timing and structure of the transaction. On January 29, representatives of Pillsbury and Weil met to discuss diligence requests and related matters.

On February 6, representatives of the Company and Vitaprotech and their respective financial advisors and external counsels met to discuss outstanding diligence requests relating to intellectual property, data privacy, and other matters.

On February 12 and February 13, Messrs. Ousley, Humphreys, Scarpulla and Kremen and other members of management and the Board of Directors conducted in-person and video interviews with the top two candidates to lead the IoT Business.

On February 14, representatives of the Company and Vitaprotech and their respective financial advisors and external counsels met to discuss the services to be subject to the Transition Services Agreement.

On February 20, representatives of Pillsbury and Weil met to discuss diligence requests and the timing of the transaction.

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On February 21, Vitaprotech informed the Company, through Imperial, that there would need to be a downward adjustment to the proposed purchase price, citing findings from its confirmatory due diligence process and anticipated financial results for the fiscal year ended December 31, 2023. Negotiations ensued over this proposal and on February 23, the Company and Vitaprotech entered into an extension of the exclusivity agreement, extending the exclusivity period to March 25 and providing for aggregate consideration of $145.0 million.

On February 23, Weil sent a revised draft of the Agreement to Pillsbury, formatted as a stock and asset purchase agreement to reflect the sale of the equity of Identiv Private Limited, an indirect, wholly-owned subsidiary of the Company, and a revised draft of the Transition Services Agreement.

On February 26, representatives of Vitaprotech, the Company, and their respective financial advisors and external counsels met by videoconference to discuss diligence matters.

On March 1, representatives of Pillsbury and Weil met to discuss the Agreement and the Transition Services Agreement, seeking alignment on the scope of the purchased assets and on the services to be provided by each party pursuant to the Transition Services Agreement.

Throughout March, Mr. Scarpulla and other members of Company management, together with representatives of Imperial, held multiple meetings each week with representatives of FTI and Raymond James regarding financial diligence and other matters.

At its meeting on March 4, the Board of Directors received a detailed update on the process and proposed terms from the Company’s financial and legal advisors, as well as from Mr. Ousley, Mr. Humphreys and Mr. Scarpulla.

On March 5, representatives of Vitaprotech, the Company, including Identiv Private Limited, and their respective financial advisors and external counsels met via videoconference to discuss diligence matters relating to Identiv Private Limited and its operations in India.

From March 7 through March 18, Mr. Ousley, together with Heidrick & Struggles, developed offer terms and directed counsel to prepare an offer letter for Ms. Newquist. The offer letter was ultimately signed on March 25, providing for an employment start date of April 15.

On March 8, representatives of Pillsbury sent a revised draft of the Transition Services Agreement to representatives of Weil. On March 9, representatives of Pillsbury sent a revised draft of the Agreement to representatives of Weil.

The Company had held discussions with representatives of Craig-Hallum in February and March in connection with providing a fairness opinion to the Board of Directors with respect to the transaction. On March 11, the Company entered into an engagement letter with Craig-Hallum, pursuant to which Craig-Hallum would undertake the work to analyze the fairness, from a financial point of view, of the consideration to be paid pursuant to the transaction.

On March 12, the Company held a teleconference to announce its financial results for the fourth quarter and fiscal year ended December 31, 2023.

On March 13, representatives of Weil sent representatives of Pillsbury a draft of a Debt Commitment Letter with respect to the financial commitment Vitaprotech would be undertaking in the Agreement. Later that day, representatives of Weil sent representatives of Pillsbury a revised draft of the Agreement. Representatives of Weil and Pillsbury then met via video conference to discuss the changes to the Agreement. On March 14, representatives of Weil sent representatives of Pillsbury drafts of a Transition Services Agreement.

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On March 15, representatives of Weil sent representatives of Pillsbury a draft form of voting and support agreement, which Vitaprotech indicated would be a condition to entering the transaction. The agreement would be entered into by and among Vitaprotech and affiliates of the Company’s largest stockholder and would require the parties to vote all shares of the Company’s common stock and Series B Preferred Stock beneficially owned by such stockholders at the time of the stockholder vote on the Asset Sale in favor of the adoption of the Agreement and the approval of the transactions contemplated by the Agreement.

Also on March 15, the Company filed its Annual Report on Form 10-K for the year ended December 31, 2023.

On March 18, representatives of Pillsbury and Weil met via videoconference to discuss the Agreement. Later that day, representatives of Pillsbury sent a revised draft of the Agreement to representatives of Weil.

On March 21, Mr. Ousley and Mr. Humphreys met by videoconference with Mr. Thord and representatives of Seven2 to discuss the status of the transaction and open issues. Also on March 21, representatives of Vitaprotech, the Company and their respective financial advisors and external counsels met via videoconference to discuss certain intellectual property and privacy law diligence matters. On March 22, representatives of Pillsbury sent a revised draft of the Transition Services Agreement to representatives of Weil.

From March 25 through March 27, representatives of Pillsbury and Weil met via videoconference to discuss the changes to the Agreement, open diligence items and timing.

On March 27, representatives of Weil sent to representatives of Pillsbury the executed Debt Commitment Letter, revised drafts of the Agreement and Transition Services Agreement and drafts of an Equity Commitment Letter and other ancillary agreements.

On March 28 and again on March 29, Mr. Ousley and Mr. Humphreys met by videoconference with Mr. Thord and representatives of Seven2 to address open business issues and provide direction to their respective advisors. On March 29, representatives of Pillsbury sent a revised draft of the Agreement to representatives of Weil.

On March 30, representatives of Weil sent a revised draft of the Agreement to representatives of Pillsbury. Later that day, representatives of Pillsbury sent a revised draft of the Transition Services Agreement to representatives of Weil. Later on March 30, the Board of Directors met and reviewed at length the Agreement, the Transition Services Agreement and related items, including but not limited to the terms of Buyer’s proposed employment offers to Mr. Humphreys and other certain other members of Company management. In advance of the meeting, members of the Board of Directors received and reviewed a presentation regarding the Board of Director’s fiduciary duties in connection with its evaluation of a potential business combination transaction, prepared by its external legal counsel, Pillsbury.

On April 1, representatives of Weil and Pillsbury exchanged various drafts of the Agreement and met via video conference to discuss the final changes to the Agreement. On the evening of April 1, the Board of Directors met to discuss and determine whether to approve the transaction. Representatives of Imperial, Craig-Hallum and Pillsbury were also in attendance. Mr. Ousley, Mr. Humphreys and representatives of Pillsbury reviewed the terms of the Agreement and the Transition Services Agreement and updated the Board of Directors on the changes to the definitive agreements from the last meeting. Representatives of Imperial summarized the process that had been undertaken and representatives of Craig-Hallum discussed their firm’s financial analyses of the transaction. Craig-Hallum then delivered a fairness opinion to the Board of Directors. After careful consideration and further discussion, the Board of Directors resolved that the transactions contemplated by the Agreement, the Transition Services Agreement and related agreements, including the Asset Sale, were advisable and in the best interests of the Company and unanimously approved such agreements and the transactions.

On April 2, representatives of Weil and Pillsbury exchanged updated ancillary documents and schedules and the Company and Vitaprotech executed the Agreement. In addition, at such time Vitaprotech and certain stockholders of the Company executed the voting agreement, Buyer and Mr. Humphreys executed an

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offer letter, contingent on a closing under the Agreement; and Buyer and Company officers Mark Allen (General Manager, Physical Access Systems), Michael Taylor (Vice President of Global Sales) and Steven Luther (Vice President of Global Operations and Supply Chain) executed a letter reflecting indicative employment terms, contingent on such closing.

On April 3, the Company issued a press release announcing the execution of the Agreement and the appointment of Ms. Newquist as President, IoT Solutions.

Recommendation of the Board; Reasons for the Asset Sale

Recommendation of the Board of Directors

The Board of Directors has determined that the Asset Sale, on the terms and subject to the conditions set forth in the Agreement, is fair to, and in the best interests of, the Company and its stockholders, and approved and declared advisable the Asset Sale and the transactions contemplated by the Agreement.

Accordingly, upon the terms and subject to the conditions of the Agreement, the Board of Directors recommends that our stockholders vote “FOR” the Asset Sale Proposal, “FOR” the Asset Sale Compensation Proposal, and “FOR” the Adjournment Proposal.

The Company plans to use a portion of the net proceeds from the Asset Sale to pursue growth opportunities for the IoT Business. The Company may also use the funds for other purposes, including, without limitation, to pay dividends and distributions on or redeem or repurchase its capital stock; for working capital and other general corporate purposes, which may include sales and marketing activities, research and development, general and administrative matters and capital expenditures; to invest in or acquire complementary businesses, products, services, technologies or assets; or to otherwise execute its growth strategy. Although our Board of Directors continues to evaluate various alternatives regarding use of the proceeds from the Asset Sale, it has not yet identified any specific plans, investments or acquisitions or committed to making any such decision by a particular date.

Reasons for the Asset Sale

The Board of Directors’ decision to approve the Asset Sale was reached after a thorough strategic review process undertaken with respect to each of the Company’s two distinct business units in an effort to enhance stockholder value. The Board of Directors believes that as a result of this process, the Company will have ample capital for the IoT Business, receive fair value for the Physical Security Business being divested, retain a focused IoT Business platform with world-class leadership, including a new President/CEO aligned with specific expertise among our board members and advisors and a streamlined, focused executive team.

In evaluating the Agreement and the transactions contemplated by the Agreement, the Board of Directors consulted with the Company’s management and financial and legal advisors. In recommending that stockholders vote their shares of common stock in favor of the Asset Sale Proposal, the Board of Directors considered a number of factors, including the following (not necessarily listed in order of relative importance):

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The Board of Directors also considered a number of uncertainties, risks and other factors in its deliberations concerning the Asset Sale and the other transactions contemplated by the Agreement, including the following (not necessarily listed in order of relative importance):

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The Board of Directors believed that, overall, the potential benefits of the Asset Sale to stockholders outweighed the risks and uncertainties of the Asset Sale.

This discussion of the information and factors considered by the Board of Directors in reaching its conclusions and recommendation includes the principal factors considered by the Board of Directors, but is not intended to be exhaustive and may not include all of the factors considered by the Board of Directors. In view of the wide variety of factors considered in connection with its evaluation of the Asset Sale and the other transactions contemplated by the Agreement, and the complexity of these matters, the Board of Directors did not find it useful and did not attempt to quantify, rank or assign any relative or specific weights to the various factors that it considered in reaching its determination to approve the Asset Sale and the other transactions contemplated by the Agreement, and to make its recommendation to the Company’s stockholders. Rather, the Board of Directors viewed its decisions as being based on the totality of the information presented to it and the factors it considered, including its discussions with, and questioning of, members of the Company’s management and advisors, as well as its experience and history. In addition, individual members of the Board of Directors may have assigned different weights to different factors.

Certain of the Company’s directors and executive officers have interests in the Asset Sale that are different from, or in addition to, those of the Company’s stockholders. The Board of Directors was aware of and

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The Board of Directors unanimously determined that the Agreement and the transactions contemplated by the Agreement were advisable to and in the best interests of the Company and its stockholders and approved the Agreement. Accordingly, the Board of Directors unanimously recommends that stockholders vote “FOR” the Asset Sale Proposal at the Annual Meeting.

Business of the Company Following the Asset Sale

Following the completion of the Asset Sale, the Company will continue to be a public company operating under the name Identiv, Inc. and will continue to own the assets and liabilities of the IoT Business.

The remaining IoT Business, Identiv IoT, is developing, manufacturing, and supplying specialty IoT solutions tailored for the healthcare industry and other high-value end markets. The Company’s specialty RFID IoT devices, including NFC, HF, DF, UHF and BLE, are attached to or embedded into physical items, such as syringes, pill containers, wine bottles, and sports jerseys, providing those items with a unique digital identity. These devices enable unique and secure digital interaction with the physical world while simultaneously capturing relevant data which can then be analyzed and managed by the end customer. The Company currently sells its products across multiple industries, focusing on pharmaceutical and medical devices but also including consumer electronics, mobile devices, wine and spirits, luxury goods, libraries, and logistics.

With a strategic focus on addressing critical issues related to medication adherence, patient safety, and patient engagement, the Company intends to focus on helping transform healthcare practices through its solutions. Offering a diverse portfolio of RFID IoT devices, including specialty NFC, HF, UHF, and DF inlays and labels, BLE devices, and sensors, and equipped with the expertise to design and manufacture multi-component inlays, we believe the Company is well-positioned to help tackle some of the most pressing challenges faced by the healthcare industry today. The potential volumes for solutions associated with these issues are in the billions of units annually with high underlying growth, presenting a compelling opportunity to deploy the Company’s specialty IoT solutions.

The Company believes having seasoned leadership with extensive experience in both healthcare and specialty IoT solutions is critical for developing the knowledge and capabilities needed to capitalize on emerging opportunities. The Company’s new President, IoT Solutions, is a global business leader who is well-versed in these domains. She has both market-facing and operational expertise and a network capable of attracting top-tier talent essential for successful implementation.

Before the growth vision can be realized, the Company believes its current IoT Business’ processes must be strengthened and the sales, marketing, and research and development efforts refocused on delivering the higher margin opportunities. The Company expects to de-emphasize the low-margin business it took on while building the IoT Business and re-prioritize its resource allocation on developing higher margin products and executing on its existing higher margin business. This will have an impact on sales and margins in the near term but is intended to ultimately result in improved and sustainable profitability for the business.

The market opportunity for the Company to address medication adherence alone is compelling. The IMS Institute of Healthcare Informatics estimates that improving medication adherence would eliminate at least $105 billion in avoidable healthcare costs in the U.S. A single specialty IoT solution application addressing unfilled medication prescriptions and failure to take medications as prescribed could improve patient outcomes while reducing healthcare costs and potentially resulting in significant levels of specialty IoT device sales. Other healthcare-related applications with potentially multi-billion-unit volumes, such as pharmaceutical cold chain monitoring, diagnostic test assay authentication, medication delivery, and asset tracking within the healthcare setting, could also benefit from IoT solutions. Collectively, the healthcare industry presents a significant market opportunity for the Company.

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The cold chain monitoring market is also an attractive target for the Company’s specialty IoT solutions. The key drivers of growth include transportation and storage of pharmaceutical products in healthcare and food and beverage products in the consumer sector. Increasingly stringent regulations that assure patient and consumer safety are responsible for accelerating this growth trend. At the same time, these specialty IoT tracking and monitoring technology solutions allow for greater efficiency and less downtime in the supply chain.

The Company anticipates building upon its experience with its existing healthcare customers and offerings. These include NFC-enabled smart labels for auto-injectors to improve medication adherence, HF inlays to authenticate blood test cards, DF inlays to streamline inventory management within the hospital, and BLE devices for patient tracking and identification in a healthcare setting. The Company also maintains an attractive pipeline of non-recurring engineering (NRE) opportunities, approximately 50% of which are in healthcare. With new leadership and a refined strategic focus, the Company intends to prioritize those initiatives with the highest value creation potential and drive them to successful scale and commercialization.

While the opportunity in healthcare is vast, the time to develop and deploy solutions in this sector is comparatively long due to the testing, quality, and regulatory activities required to bring a solution to market. As the Company builds its business development efforts to grow its healthcare business, it will continue to leverage its product portfolio and technical expertise in the other high-value end markets it supports today, including the cold chain monitoring sector more broadly, as described above, and specialty retail and smart packaging. Having a diverse pipeline across multiple industries with billions of units of addressable volume is expected to allow for shorter-term gains as the Company builds toward the future. At the same time, the highly differentiated opportunities in healthcare may create significant competitive advantages such that once they start to scale, there is a greater likelihood of long-term high margin revenue streams due to the significant switching costs.

While its competitors are primarily focused on high-volume, UHF-based applications, the Company intends to focus and grow its revenues within healthcare and other high-value segments specializing in the types of applications that may not be as well served by the industry. These applications often require more complex inlay designs utilizing NFC, HF, BLE, sensors, and other technologies that are not the primary focus of the Company’s competitors. These applications have significantly higher sustainable margins than more commoditized applications, with target gross margins of 35% and higher.

Over the last 15 months the Company has been focused on building out a world-class production facility in Thailand, led by an industry leader with over 20 years’ experience in manufacturing, converting, and encoding RFID devices. We have assembled a team of experts focused on production efficiency, continuous improvement and building state-of-the-art multi-component manufacturing capabilities. The transition of the vast majority of RFID device production to the Thailand site is anticipated to be complete by the first quarter of 2025. The Company’s new production facility in Thailand, along with its engineering centers of excellence in Germany and Singapore, provide the engineering and manufacturing backbone to deliver these specialty products to the market. Executing this with excellence is one of the highest short-term priorities for the Company, and a key component in improving the profitability of its business.

In addition to its hardware offerings, the Company has recently introduced a data management platform, bitse.io, that enables the assignment of digital IDs to objects, which are then securely stored and managed in the cloud. This platform has the ability to enable healthcare professionals, patients, consumers, supply chain professionals and others to access vital information pertaining to those objects, thereby ensuring product authenticity, enabling consumer engagement, streamlining processes, and enhancing decision-making. The Company does not currently derive meaningful revenue from this platform; however, it anticipates that there will be opportunities to build out this platform for cloud data managed recurring services revenue in the future.

Following the closing of the Asset Sale, the Company plans to invest in business development and marketing resources that have deep expertise in digital health, drug delivery devices, pharmaceutical supply chain, and medical devices, to build critical partnerships and customer relationships to deploy its solutions. The Company also plans to invest in research and development and engineering to further expand its inlay and device

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offerings to address the specific performance, regulatory, and quality needs for the applications that they are targeting. The Company believes it is critical to have and maintain a strong balance sheet to pursue these organic investments, which also signals to larger scale partners in the sector that the Company has the financial resources to sustainably scale up significant business volumes.

Over time, as the Company gains traction in the healthcare industry with its device offerings, it intends to evaluate a range of additional growth options, including the potential for small-scale inorganic investment, to expand its technology and data management services for specific healthcare applications. These applications would be chosen after detailed strategic assessment and prioritization. The focus would be on highly accretive targets that allow for demonstrable synergies that lead to strong financial performance outcomes.

Through experienced and focused leadership, dedicated resources, and a commitment to excellence, the Company believes it is poised to emerge as a leading provider of specialty IoT solutions. The Company’s mission is to equip healthcare and other key sectors with specialty IoT solutions, enhancing patient care, streamlining workflows, facilitating access to vital data, boosting operational efficiency, and fostering a safer, healthier, and interconnected global community.

As a condition to entering into the Agreement, Buyer required that certain members of the Company’s senior management agree to join Buyer upon the closing of the Asset Sale. After considering various factors, including the fact that the Asset Sale would generate needed capital for the remaining IoT Business and that joining Buyer upon the closing of the Asset Sale would be required for the transaction to proceed, Steven Humphreys, Chief Executive Officer and a member of the Board of Directors, and certain other members of the Company’s senior management, including Mark Allen, General Manager, Physical Access Systems, Michael Taylor, Vice President of Global Sales, and Steven Luther, Vice President of Global Operations and Supply Chain, have agreed to depart from the Company upon the closing of the Asset Sale and to join Buyer. Specifically, Mr. Humphreys has entered into an offer letter with Buyer effective upon the closing of the Asset Sale, pursuant to which Mr. Humphreys will depart from his positions with the Company and become Deputy Chief Executive Officer of, and a member of the Executive Committee of, Vitaprotech. Following the completion of the Asset Sale and the departure of certain members of senior management, the senior management of the Company will include Kirsten Newquist, currently President, IoT Solutions, Justin Scarpulla, Chief Financial Officer, Edward Kirnbauer, Vice President, Global Corporate Controller, Dr. Manfred Mueller, Chief Strategy Officer, Amir Khoshniyati, Executive Vice President and General Manager, IoT Solutions, and Boon Yong (BY) Koh, Executive Vice President, Operations. In connection with the Asset Sale and Mr. Humphreys’ departure, Ms. Newquist will assume the role of Chief Executive Officer of the Company and is expected to serve as a member of the Board of Directors.

Ms. Newquist has served as the Company’s President, IoT Solutions since April 15, 2024. Prior to joining the Company, she held various roles at Avery Dennison Corporation (NYSE: AVY), a global materials science and digital identification solutions company, including as Global Vice President, Global Healthcare and Product Line Management at Avery Dennison Smartrac from October 2022 to September 2023, Global Vice President/General Manager at Avery Dennison Medical from June 2016 to October 2022, Vice President, Global Business Development at Avery Dennison Medical from June 2011 to June 2016, and Director of New Growth Platforms at Avery Dennison Corporation from May 2007 to June 2011. Prior to Avery Dennison, Ms. Newquist served as a Director at Copia Associates LLC, a private investment firm, from March 2005 to May 2007. From August 2001 to January 2005, Ms. Newquist served as Vice President, Corporate Development at Ancora Management Group, a mail services company that was acquired by Pitney Bowes Inc. (NYSE: BPI), a global shipping and mailing company, in November 2004. She also served as Director of Project Management at Iwerks Entertainment, a designer and manufacturer of software-based entertainment attractions, from January 1990 to August 1996. Ms. Newquist holds a B.S. in Mechanical Engineering from Stanford University and an M.B.A. from the Anderson School at University of California, Los Angeles.

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Opinion of Craig-Hallum Capital Group LLC

Craig-Hallum rendered its opinion to the Board of Directors that, as of April 1, 2024, and based upon and subject to the factors and assumptions set forth therein, the Purchase Price to be paid by Buyer under the Agreement is fair from a financial point of view to the Company.

The full text of the written opinion of Craig-Hallum, dated April 1, 2024, which sets forth assumptions made, procedures followed, matters considered and limitations on the review undertaken in connection with the opinion, is attached as Annex B to this Proxy Statement. Craig-Hallum provided its opinion for the information and assistance of the Board of Directors in connection with its consideration of the Agreement and the Asset Sale. The Craig-Hallum opinion was not intended to and does not constitute a recommendation as to how any Company stockholder should vote or make any election with respect to the Agreement, the Asset Sale, or any other matter.

In arriving at its opinion, Craig-Hallum, among other things:

In conducting its review and rendering its opinion, Craig-Hallum relied upon and assumed, without independent verification, the accuracy and completeness of all data, material and other information furnished, or otherwise made available to, discussed with, or reviewed by Craig-Hallum or publicly available, and did not attempt to independently verify, and assumed no responsibility for the independent verification, of such information; relied upon the assurances of management of the Company that the Physical Security Outlook and

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estimates prepared by the Company’s management were reasonably prepared in good faith on bases reflecting the best currently available estimates and judgments of the management of the Company as to the future financial results and condition of the Physical Security Business. Craig-Hallum expressed no opinion with respect to such projections or the assumptions on which they were based; relied upon and assumed that there were no material changes in assets, financial condition, results of operations, business or prospects of the Company since the date of the last financial statements made available to Craig-Hallum prior to the date of its opinion; and assumed that the Physical Security Business was not subject to any material pending transaction.

The Company does not, as a matter of course, publicly disclose internal management projections of the type provided to Craig-Hallum in connection with Craig-Hallum’s analysis of the Asset Sale, and such internal management projections were not prepared with a view toward public disclosure. These internal management projections provided to Craig-Hallum were prepared by management of the Company and were based on numerous variables and assumptions that are inherently uncertain and may be beyond the control of management, including, without limitation, factors related to general economic and competitive conditions. Accordingly, actual results could vary significantly from those set forth in such internal management projections. The internal management projections provided to Craig-Hallum are set forth under the section of this Proxy Statement entitled “Certain Unaudited Prospective Financial Information.”

Craig-Hallum was not asked to undertake, and did not undertake, an independent verification of any information provided to or reviewed by Craig-Hallum, nor was Craig-Hallum furnished with any such verification, and Craig-Hallum does not assume any responsibility or liability for the accuracy or completeness thereof. Craig-Hallum did not conduct a physical inspection of any of the properties or assets of the Company or the Physical Security Business. Craig-Hallum did not make an independent evaluation or appraisal of the assets or the liabilities (contingent or otherwise) of the Company or the Physical Security Business, nor was Craig-Hallum furnished with any such evaluations or appraisals, nor did Craig-Hallum evaluate the solvency of the Company under any state or federal laws.

Craig-Hallum also assumed that the final executed form of the Agreement did not differ in any material respects from the latest draft provided to Craig-Hallum and that the Asset Sale will be consummated in accordance with the terms and conditions of the Agreement without waiver, modification or amendment of any material term, condition or agreement, and that, in the course of obtaining the necessary regulatory or third-party consents and approvals (contractual or otherwise) for the Asset Sale, no delay, limitation, restriction or condition will be imposed that would have an adverse effect on the Company or the contemplated benefits of the Asset Sale. Craig-Hallum is not a legal, tax or regulatory advisor and relied upon, without independent verification, the assessment of the Company and its legal, tax and net operating loss, and regulatory advisors with respect to such matters. In selecting Craig-Hallum, the Board of Directors considered, among other things, Craig-Hallum’s qualifications, expertise, reputation, and knowledge of the physical security business and the industry in which the physical security business operates.

Craig-Hallum was not requested to, and did not, (i) participate in negotiations with respect to the Agreement, (ii) solicit any expressions of interest from any other parties with respect to the sale of the Physical Security Business, any business combination with the Company, or any other alternative transaction or (iii) advise the Board of Directors or any other party with respect to alternatives to the Asset Sale. In addition, Craig-Hallum was not requested to and did not provide advice regarding the structure of the transaction between the Company and Buyer, the type or amount of consideration to be paid by Buyer under the Agreement, or any other aspect of the Asset Sale, nor did Craig-Hallum provide services other than the delivery of its opinion. Craig-Hallum expressed no opinion as to the amount, nature, or fairness of the consideration or compensation to be received in or as a result of the Asset Sale by securityholders, officers, directors or employees of the Company. Craig-Hallum expressed no opinion with respect to any transaction to which the Company may be a party other than the Asset Sale. Craig-Hallum’s opinion did not address any other aspect or implication of the Asset Sale, the Agreement, or any other agreement or understanding entered into in connection with the Asset Sale or otherwise. Craig-Hallum was not requested to opine as to, and its opinion did not address, the basic business decision to proceed with or effect the Asset Sale or any solvency or fraudulent conveyance consideration relating to the Asset Sale.

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Craig-Hallum’s opinion was necessarily based upon economic, market, monetary, regulatory, and other conditions as they existed and could be evaluated, and the information made available to Craig-Hallum, as of the date of its opinion. Craig-Hallum did not express any opinion as to the impact of the Asset Sale on the solvency or viability of the Company nor the ability of the Company to pay its obligations when they become due following the Asset Sale.

Craig-Hallum delivered its opinion on April 1, 2024. Craig-Hallum assumed no responsibility for updating or revising its opinion based on circumstances or events occurring after the date thereof and has not updated its opinion. Craig-Hallum’s opinion was approved by Craig-Hallum’s fairness opinion committee in accordance with established procedures.

The consideration to be paid by Buyer pursuant to the terms of the Agreement was determined through arm’s-length negotiations between the Company and Buyer and was approved by the Board of Directors. Craig-Hallum did not provide advice to the Board of Directors during these negotiations nor recommend any specific consideration to the Company nor the Board of Directors nor suggest that any specific consideration constituted the only appropriate consideration for the Asset Sale. In addition, Craig-Hallum’s opinion and its presentation to the Board of Directors were one of many factors taken into consideration by the Board of Directors in deciding to approve the Asset Sale.

Summary of Financial Analyses

In accordance with customary investment banking practice, Craig-Hallum employed generally accepted valuation methods in reaching its opinion. The following is a summary of the material financial analyses contained in the presentation that was made by Craig-Hallum to the Board of Directors on April 1, 2024, and that were utilized by Craig-Hallum in connection with providing its opinion. However, the following summary does not purport to be a complete description of the financial analyses performed by Craig-Hallum, nor does the order of analyses described represent the relative importance or weight given to those analyses by Craig-Hallum. Some of the summaries in the financial analyses include information presented in tabular format. The tables must be read together with the full text of each summary and are alone not a complete description of Craig-Hallum’s financial analyses. The following quantitative information is based on market data as it existed on or before April 1, 2024 and is not necessarily indicative of current or future market conditions.

For purposes of its stand-alone analyses performed on the Physical Security Business, Craig-Hallum utilized the Physical Security Business’ unaudited financial result for the year ended December 31, 2023 and the Physical Security Outlook.

Comparable Public Company Analysis

Craig-Hallum reviewed and compared certain financial information for the Physical Security Business to corresponding financial information, ratios and public market multiples for the following publicly traded companies, which, in the exercise of its professional judgment, Craig-Hallum determined to be relevant to its analysis. In selecting comparable public companies, Craig-Hallum focused on physical security and connected systems companies, companies with similar product and service offerings to the Physical Security Business, and companies with similar attributes to the Physical Security Business.

Selected Companies:

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Craig-Hallum obtained financial metrics and projections for the selected companies from filings with securities regulators and S&P Capital IQ (“Capital IQ”). In its analysis, Craig-Hallum derived and compared multiples for the Physical Security Business and the selected companies, calculated as follows:

TEV refers to market capitalization calculated utilizing the treasury stock method plus all outstanding debt, plus preferred stock, plus any minority interest, plus net unfunded pension obligations and less cash and cash equivalents. Adjusted EBITDA refers to earnings before interest, taxes, depreciation, amortization, stock-based compensation and any other expenses deemed to be non-recurring in nature. This analysis indicated the following:

Based upon the foregoing and applying its professional judgment, Craig-Hallum presented the ranges for each metric. Craig-Hallum then applied the respective ranges to LTM revenue, calendar year 2024 estimated revenue, LTM adjusted EBITDA and 2024 adjusted EBITDA, as provided by management of the Company, for the Physical Security Business resulting in ranges of implied total enterprise values shown in the table below.

Although Craig-Hallum selected the companies reviewed in the analysis because, among other things, their businesses are reasonably similar to that of the Physical Security Business, no selected company is identical to the Physical Security Business. In evaluating the financial multiples for the selected companies, Craig-Hallum made judgments and assumptions with regard to industry performance, general business, economic, market and financial conditions, and other matters. Accordingly, Craig-Hallum’s comparison of selected companies to the Physical Security Business and analysis of the results of such comparisons was not purely quantitative, but instead necessarily involved qualitative considerations and professional judgments concerning differences in financial and operating characteristics and other factors that could affect the relative value of the Physical Security Business.

Precedent M&A Transactions Analysis

Craig-Hallum performed a selected precedent M&A transactions analysis, which is designed to imply a value for a company based on publicly available financial terms of the selected transactions that share some characteristics with the Asset Sale. Craig-Hallum reviewed and selected precedent transactions that, in the exercise of its professional judgment, were deemed to be relevant to its analysis after meeting the following

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criteria: (i) the target company operated in the security and connected systems markets, and (ii) transactions that closed since January 1, 2016, with publicly available financial terms. In its analysis, Craig-Hallum reviewed the following precedent transactions as of the closing date:

For each precedent transaction indicated above, using publicly available company filings, Capital IQ and press releases, Craig-Hallum calculated multiples of TEV using the target company’s LTM revenue and LTM adjusted EBITDA as of the closing date. This analysis indicated the following:

In reviewing this analysis, Craig-Hallum also considered, among other things, the relative comparability of the precedent transactions and targets to the Asset Sale and the Physical Security Business. Based on the foregoing and applying its professional judgment, Craig-Hallum presented the ranges for each metric. Craig-Hallum applied the respective LTM multiples from the precedent transactions to the Physical Security Business’ LTM revenue and adjusted EBITDA, resulting in ranges of implied total enterprise values shown in the table below.

The Purchase Price of $145.0 million, which Craig-Hallum was using as the enterprise value for the Physical Security Business for purposes of the opinion, is within the implied total enterprise value reference range for each metric described above.

No target company or transaction utilized in the selected precedent transactions analysis is identical to the Physical Security Business nor the Asset Sale. In evaluating the precedent transactions, Craig-Hallum made judgments and assumptions with regard to industry performance, general business, economic, market and financial conditions, and other matters, many of which are beyond the control of the Company and the Physical Security Business, such as the impact of competition on the Physical Security Business or the industry generally, industry growth and the absence of any adverse material change in the financial condition and prospects of the Physical Security Business, the industry or in the financial markets in general.

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Discounted Cash Flow Analysis

Craig-Hallum conducted a discounted cash flow analysis for the Physical Security Business on a stand-alone basis, which is designed to estimate the implied value of a company by calculating the present value of the estimated future unlevered free cash flows and terminal value of the company. Craig-Hallum calculated a range of implied enterprise values of the Physical Security Business based on forecasts of future unlevered free cash flows for the fiscal years ending 2024 through 2028, provided by the management of the Company. Craig-Hallum first calculated unlevered free cash flows (calculated as net operating profit after tax plus EBITDA adjustments, less capital expenditures, less increase in net working capital) of the Physical Security Business for fiscal years 2024 to 2028, using an assumed blended tax rate of 27.1%. Craig-Hallum assumed that the Physical Security Business has approximately $49 million of net operating losses under state tax law and $90 million of net operating losses under federal tax law for the year ended December 31, 2023, based on information provided by the Company’s management and that such net operating losses will be fully available to offset future profits.

Craig-Hallum then calculated terminal values for the Company using the terminal value method based on revenue and adjusted EBITDA multiples. The terminal value based on revenue multiples was calculated by applying a range of terminal LTM revenue multiples of 0.5x to 2.1x (selected based on Craig-Hallum’s professional judgment after consideration of the comparable public company multiples) to the Company’s management’s revenue forecast for the Physical Security Business for fiscal year 2028. The terminal value based on adjusted EBITDA multiples was calculated by applying a range of terminal LTM adjusted EBITDA multiples of 6.0x to 14.0x (selected based on Craig-Hallum’s professional judgment after consideration of the comparable public company multiples) to the Company’s management’s adjusted EBITDA forecast for the Physical Security Business for fiscal year 2028.

These unlevered free cash flows, terminal values and net operating loss carryforwards were then discounted to their respective present values as of April 1, 2024, using a range of discount rates of 9.9% to 17.9% (selected based on Craig-Hallum’s professional judgment and derived from an analysis of the estimated weighted average cost of capital using data for the comparable public companies to the Physical Security Business based upon publicly available information) to calculate a range of implied total enterprise values for the Physical Security Business set forth in the following table:

The Purchase Price of $145.0 million, which Craig-Hallum was using as the enterprise value for the Physical Security Business for purposes of the opinion, is within the implied total enterprise value reference range for each metric described above.

Miscellaneous

The foregoing summary of material financial analyses does not purport to be a complete description of the analyses or data presented by Craig-Hallum. The preparation of a fairness opinion is a complex process and is not necessarily susceptible to partial analysis or summary description. Craig-Hallum believes that the summary set forth above and its analyses must be considered as a whole and that selecting portions of it, without considering all of its analyses, could create an incomplete view of the processes underlying the analyses and its opinion. No single factor or analysis was determinative of Craig-Hallum’s fairness determination. Rather, Craig-Hallum considered the totality of the factors and analyses performed in arriving at its opinion. Craig-Hallum based its analyses on assumptions that it deemed reasonable, including those concerning general business and

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economic conditions and industry-specific factors. The other principal assumptions upon which Craig-Hallum based its analysis have been described under the description of each analysis in the foregoing summary. Analyses based upon forecasts of future results are inherently uncertain, as they are subject to numerous factors or events beyond the control of the parties and their advisors. Accordingly, forecasts and analyses used or made by Craig-Hallum are not necessarily indicative of actual future results, which may be significantly more or less favorable than suggested by those analyses.

As part of its investment banking business, Craig-Hallum and its affiliates are continually engaged in the valuation of businesses and their securities in connection with mergers and acquisitions. Craig-Hallum was selected to provide the fairness opinion on the basis of Craig-Hallum’s experience and its familiarity with the Company and the industry in which it operates.

Under the terms of the engagement letter dated February 29, 2024, the Company has agreed to pay Craig-Hallum a fee of $300,000 for rendering its opinion. Such opinion fee was not continent upon the consummation of the Asset Sale, or the conclusions reached in the opinion. In addition, the Company has agreed to reimburse Craig-Hallum for reasonable expenses incurred in connection with the engagement and to indemnify Craig-Hallum against certain liabilities that may arise out of its engagement by the Company and the rendering of the opinion.

Craig-Hallum’s analyses were prepared solely as part of Craig-Hallum’s analysis of the fairness, from a financial point of view, to the Company of the Purchase Price to be paid by Buyer in the Asset Sale under the Agreement and were provided to the Board of Directors for its analysis of the Agreement and the Asset Sale. The opinion of Craig-Hallum was only one of the factors taken into consideration by the Board of Directors in making its determination to approve the Agreement and the Asset Sale.

In the ordinary course of its business, Craig-Hallum and its affiliates may actively trade securities of the Company for its own account or the account of its customers and, accordingly, may at any time hold a long or short position in such securities. Craig-Hallum has not received fees or other compensation from the Company in the past two years prior to the issuance of its opinion. Craig-Hallum has not received fees or other compensation from Buyer or its affiliates in the past two years prior to the issuance of its opinion. Craig-Hallum and its affiliates may from time to time perform various investment banking and financial advisory services for the Company and for other clients and customers that may have conflicting interests with the Company, for which Craig-Hallum would expect to receive compensation.

Consistent with applicable legal and regulatory requirements, Craig-Hallum has adopted policies and procedures to establish and maintain the independence of Craig-Hallum’s research department and personnel. As a result, Craig-Hallum’s research analysts may hold opinions, make statements or investment recommendations and/or publish research reports with respect to the Asset Sale and other participants in the Asset Sale that differ from the opinions of Craig-Hallum’s investment banking personnel.

Certain Unaudited Prospective Financial Information

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The summary set forth below is included herein only because it was used by Craig-Hallum in connection with its financial analysis in preparation of the fairness opinion. Although presented with numerical specificity, the Physical Security Outlook set forth below is not an estimate of future performance and not historical fact. They are based upon, and reflect, numerous judgments, estimates and assumptions made by the Company’s management with respect to industry performance, general business, economic, regulatory, market and financial conditions and other future events, as well as matters specific to the Company’s business, all of which are difficult to predict and many of which are beyond the Company’s control. Important factors that may affect actual results and cause them not to be achieved include, but are not limited to, risks and uncertainties relating to the Company’s business (including, without limitation, its ability to achieve strategic goals, objectives and targets), the Company’s cash position, expense levels, industry performance, the legal and regulatory environment, the effects of competition, general business and economic conditions and other factors described or referenced under “Cautionary Note Regarding Forward-Looking Statements.” As a result, the Company cannot assure you that the estimates and assumptions made in preparing the Physical Security Outlook will prove accurate, that the forecasted results will be realized or that actual results will not be significantly higher or lower than forecasted results.

The Physical Security Outlook does not take into account the effect of any failure of the Asset Sale to occur and should not be viewed as accurate in that context.

Furthermore, it was not prepared with a view to compliance with (1) GAAP; (2) the published guidelines of the SEC regarding projections and forward-looking statements; or (3) the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of prospective financial information. BPM LLP, our independent registered public accounting firm, has not examined, reviewed, compiled or otherwise applied procedures to any of the forecasts contained in the Physical Security Outlook and, accordingly, assumes no responsibility for, and expresses no opinion on, them. The Physical Security Outlook included in this proxy statement has been prepared by, and is the responsibility of, the Company’s management.

EBITDA and Adjusted EBITDA contained in the Physical Security Outlook set forth below are non-GAAP financial measures, which are financial performance measures that are not calculated in accordance with GAAP. These non-GAAP financial measures should not be viewed as a substitute for GAAP financial measures and may be different from similarly titled non-GAAP financial measures used by other companies, which limits their usefulness as a comparative measure. Furthermore, there are limitations inherent in non-GAAP financial measures because they exclude charges and credits that are required to be included in a GAAP presentation. The items excluded from net income to arrive at these non-GAAP financial measures are significant components for understanding and assessing the Company’s financial performance and liquidity. Accordingly, these non-GAAP financial measures should be considered together with, and not as alternatives to, financial measures prepared in accordance with GAAP.

Except to the extent required by applicable federal securities laws, we do not intend, and expressly disclaim any responsibility, to update or otherwise revise the Physical Security Outlook to reflect circumstances existing after the date when made or to reflect the occurrence of future events. In light of the foregoing factors and the uncertainties inherent in pro forma financials, stockholders are cautioned not to place undue reliance on those included in this proxy statement.

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The Company does not, as a matter of course, publicly disclose forecasts or projections as to its future performance, earnings or other results other than generally providing from time to time estimated ranges of certain expected financial results and operating metrics for the current or impending fiscal year in its regularly quarterly earnings press release and other investor materials due to, among other reasons, the uncertainty of the underlying assumptions and estimates. The Company avoids making public projections for extended periods due to, among other things, the inherent difficulty of predicting future periods and the likelihood that the underlying assumptions and estimates may prove incorrect. The figures included in the Physical Security Outlook are subjective in many respects and are susceptible to multiple interpretations and periodic revisions based on actual experience and business developments. No one has made or makes any representation to any stockholder regarding the information included in the Physical Security Outlook set forth above.

Interests of Certain Persons in the Asset Sale

As a condition to entering into the Agreement, Buyer required that certain members of the Company’s senior management agree to join Buyer upon the closing of the Asset Sale. After considering various factors, including the fact that the Asset Sale would generate needed capital for the remaining IoT Business and that them joining Buyer upon the closing of the Asset Sale would be required for the transaction to proceed, Steven Humphreys, Chief Executive Officer and a member of the Board of Directors, and certain other members of the Company’s senior management, including Mark Allen, General Manager, Physical Access Systems, Michael Taylor, Vice President of Global Sales, and Steven Luther, Vice President of Global Operations and Supply Chain, have agreed to depart from the Company upon the closing of the Asset Sale and to join Buyer. Specifically, Mr. Humphreys has entered into an offer letter with Buyer effective upon the closing of the Asset Sale (the “Offer Letter”). Under the terms of the Offer Letter, Mr. Humphreys will depart from his positions with the Company and become Deputy Chief Executive Officer of, and a member of the Executive Committee of, Vitaprotech. Mr. Humphreys’ annual base salary and target bonus under the Offer Letter are identical to his current annual base salary and target bonus at the Company, $550,000 and $400,000, respectively. Such base and variable salary of Mr. Humphreys is currently paid in Company stock, net of a cash portion to cover taxes due based on the value of the stock. Under the terms of the Offer Letter, Mr. Humphreys will be required to use the after-tax portion of his base salary and bonus that is in excess of $250,000 annually to purchase ordinary shares of Vitaprotech at the then-current fair market value of such shares. The Offer Letter also provides for severance and benefit terms consistent with those set forth in Mr. Humphreys’ employment agreement with the Company. In addition, Mr. Humphreys will be required to purchase Class R2 Preferred Shares of Vitaprotech and will also be eligible to receive equity grants at the closing of the Asset Sale and over the following three years. The total equity purchased by, and granted to, Mr. Humphreys will, in the aggregate, represent less than 1% of the current outstanding equity of Vitaprotech.

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Under the terms of the Agreement, upon closing of the Asset Sale, RSUs relating to unvested shares held by our employees who are employed by the Physical Security Business and remain employed by the Company through the closing of the Asset Sale and, effective immediately following the Asset Sale, become employees of Buyer (or an affiliate of Buyer) will become vested at Closing, while RSUs held by our non-employee directors will remain outstanding and continue to vest according to their terms. Mr. Humphreys currently holds no unvested RSUs, and therefore is eligible only for the RSUs that are to be granted upon the occurrence of a Corporate Event (as defined below).

In addition, under the terms of the Agreement, employees of the Company who become employed by the Buyer at the closing of the Asset Sale, including Messrs. Humphreys, Allen, Taylor and Luther, will be entitled to receive a pro-rated payment in respect of their annual (or other short-term) cash bonus and/or commission opportunity which has a performance period that is ongoing as of the closing of the Asset Sale. The amount of such payment shall be determined based upon actual performance achieved as of the Closing Date in accordance with the terms of the applicable plan or arrangement and multiplied by a quotient, the numerator of which is equal to the number of calendar days elapsed between the first (1st) day of the applicable performance period and the Closing Date (inclusive of the Closing Date) and the denominator of which is equal to the number of days in the applicable performance period.

The closing of the Asset Sale will trigger the grant to (a) Mr. Humphreys of 365,000 RSUs pursuant to Mr. Humphreys’ employment agreement with the Company and (b) Justin Scarpulla, the Company’s Chief Financial Officer, of 65,000 RSUs, all of which will be vested upon issuance.

Asset Sale Compensation

The information set forth in the table below is intended to comply with Item 402(t) of the SEC’s Regulation S-K, which requires disclosure of information about certain compensation for each named executive officer of the Company that will or may be paid or become payable and that is based on, or otherwise relates to, the Asset Sale. The amounts shown in the table below are calculated based on, to the extent possible, the terms of the Agreement and each of the Company’s named executive officer’s existing severance and/or employment arrangements triggered by or executed concurrently with the Agreement, as applicable, and are qualified by the assumptions that may or may not actually occur or be accurate on the relevant date, including the assumptions described below and in the footnotes to the table, and do not reflect certain compensation actions that may occur prior to the completion of the Asset Sale, including any grants of equity-based awards that may be made after the assumed Effective Time (as defined below). The actual amounts, if any, to be received by a named executive officer may differ from the amounts set forth below. For purposes of calculating the amounts shown in the table below, the following assumptions were used:

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GOLDEN PARACHUTE COMPENSATION⁽¹⁾

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Certain U.S. Federal Income Tax Considerations for the Asset Sale

The following discussion summarizes certain U.S. federal income tax considerations applicable to the Asset Sale and to any distribution on Company stock. This discussion is based upon the provisions of the Code, the U.S. Treasury regulations promulgated thereunder, and judicial and administrative rulings, all as in effect as of the date of this Proxy Statement and all of which are subject to change or varying interpretation, possibly with retroactive effect. Any such changes could affect the accuracy of the statements and conclusions set forth herein. No ruling has been requested from the Internal Revenue Service (the “IRS”) in connection with the Asset Sale. Accordingly, the discussion below neither binds the IRS nor precludes it from adopting a contrary position. No opinion of counsel has been or will be rendered with respect to the tax consequences of the Asset Sale or of any distributions on Company stock.

This discussion assumes that holders of Company stock hold their shares as capital assets within the meaning of section 1221 of the Code (generally, property held for investment). This discussion does not address all aspects of U.S. federal income taxation that may be relevant to a holder of Company stock in light of such holder’s particular circumstances, nor does it discuss the special considerations applicable to holders of Company stock subject to special treatment under the U.S. federal income tax laws, such as, for example, financial institutions or broker-dealers, partnerships or other pass-through entities and their partners or members, tax-exempt organizations, insurance companies, real estate investment trusts, personal holding companies, regulated investment companies, dealers in securities or foreign currencies, traders in securities who elect mark-to-market method of accounting, controlled foreign corporations, passive foreign investment companies, U.S. expatriates, holders who hold Company stock as part of a hedge, straddle, constructive sale or conversion transaction, and holders whose functional currency is not the U.S. dollar. This discussion does not address the impact of the Medicare contribution tax or any aspect of foreign, state, local, alternative minimum, estate, gift or other tax law that may be applicable to a holder. In addition, this discussion does not address the U.S. federal income tax consequences to holders of Company stock who acquired their shares through stock option or stock purchase plan programs or in other compensatory arrangements.

We intend this discussion to provide only a general summary for holders of Company stock of U.S. federal income tax considerations applicable to the Asset Sale and of any distribution on Company stock. We do not intend it to be a complete analysis or description of all potential U.S. federal income tax considerations applicable to the Asset Sale or to any such distribution. In particular, holders of our Series B Preferred Stock should be aware that special federal income tax rules apply to that stock (as a result of, among other features, its convertibility and the periodic increase in its “accreted value” and the consequences of that increase) which could cause the federal income tax consequences of receipt of a distribution on Series B Preferred Stock to differ from the federal income tax consequences described below, and as to which holders of Series B Preferred Stock should consult their tax advisors.

If an entity or arrangement treated as a partnership for U.S. federal income tax purposes holds Company stock, the tax treatment of a partner in such partnership generally will depend on the status of the partner, the activities of the partnership and certain determinations made at the partner level. Accordingly, entities or arrangements treated as partnerships for U.S. federal income tax purposes that hold Company stock and the partners in such partnerships should consult their tax advisors regarding the U.S. federal income tax consequences to them of the Asset Sale and any distribution on the Company stock.

All stockholders should consult their own tax advisors to determine the particular tax consequences to them (including the application and effect of any state, local or foreign income and other tax laws) of the receipt of any distribution on the Company stock.

For purposes of this discussion, the term “U.S. holder” means a beneficial owner of Company stock that, for U.S. federal income tax purposes, is or is treated as any of the following:

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A “non-U.S. holder” is a beneficial owner (other than a partnership or any entity or arrangement treated as a partnership for U.S. federal income tax purposes) of Company stock that is not a U.S. holder.

Tax Consequences to the Company

If consummated, the Asset Sale will be a taxable transaction to the Company. It is anticipated that the Company will utilize its existing tax attributes to reduce substantially the amount of U.S. federal income tax from the Asset Sale, even taking into account limitations on the Company’s use of tax attributes under, for example, the “change in ownership” rules of section 382 of the Code and U.S. federal income tax legislation informally known as the Tax Cuts and Jobs Act. The determination of whether and to what extent the Company’s tax attributes will be available, however, is highly complex and is based in part upon facts that will not be known until after completion of the Asset Sale and close of the Company’s taxable year in which the Asset Sale occurs. The Asset Sale will not be taxable to holders of Company stock, although as discussed below (under the captions “—Tax Consequences to U.S. Holders” and “—Tax Consequences to Non-U.S. Holders”) any distribution made by the Company to holders of Company stock will be a taxable event to those holders.

Tax Consequences to U.S. Holders

The distribution of any portion of the net proceeds from the Asset Sale, if any, will be treated as a dividend to the extent paid out of current or accumulated earnings and profits (as determined under U.S. federal income tax principles) and will be includible in income by the U.S. holder. If a distribution exceeds the Company’s current and accumulated earnings and profits, the excess will first be treated as a tax-free return of the U.S. holder’s investment, up to the U.S. holder’s tax basis in Company stock. Any remaining excess will be treated as capital gain and long-term capital gain if the Company stock has been held for more than one year. Dividends received by a corporate U.S. holder may qualify for a dividends-received deduction, subject to various limitations and potential application of the basis reduction provisions of section 1059 of the Code in the case of “extraordinary dividends.” Dividends received by certain non-corporate U.S. holders (including individuals) are generally taxed at the lower rates applicable to long-term capital gains, provided certain holding period requirements are satisfied.

Information Reporting and Backup Withholding

Information reporting requirements generally will apply to distributions on Company stock unless the U.S. holder is an exempt recipient and, if requested, certifies as to that status. Backup withholding generally will apply to those payments if the U.S. holder fails to provide an appropriate certification with its correct taxpayer identification number or certification of exempt status. Any amounts withheld under the backup withholding rules will be allowed as a refund or a credit against a U.S. holder’s U.S. federal income tax liability provided the required information is timely furnished to the IRS.

Tax Consequences to Non-U.S. Holders

The distribution of a portion of the net proceeds from the Asset Sale will be treated as a dividend to the extent paid out of current or accumulated earnings and profits (as determined under U.S. federal income tax principles) and will be includible in income by the non-U.S. holder. If a distribution exceeds the Company’s

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current and accumulated earnings and profits, the excess will first be treated as a tax-free return of the U.S. holder’s investment, up to the U.S. holder’s tax basis in Company stock. Any remaining excess will be treated as capital gain and long-term capital gain if the Company stock has been held for more than one year.

Dividend Taxation of Non-U.S. Holders

Subject to the discussion below regarding foreign accounts and backup withholding, any dividends on Company stock paid to a non-U.S. holder generally will be subject to U.S. withholding tax at a 30 percent rate, subject to reduction under an applicable tax treaty. In order to obtain a reduced rate of withholding, a non-U.S. holder will be required to provide a properly executed IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable (or in either case a suitable successor form), certifying its entitlement to benefits the applicable tax treaty. A non-U.S. holder who is eligible for a reduced rate of U.S. federal withholding tax under a tax treaty may obtain a refund of any excess amounts withheld by filing an appropriate claim for refund with the IRS.

If a non-U.S. holder of Company stock is engaged in a trade or business in the United States, and if dividends on Company stock are effectively connected with the conduct of such trade or business (and, if required under an applicable tax treaty, are attributable to a permanent establishment within the United States maintained by the non-U.S. holder), the non-U.S. holder, although exempt from U.S. withholding tax, will generally be taxed in the same manner as a U.S. holder (see the section entitled “—Tax Consequences to U.S. Holders” above), except that the non-U.S. holder will be required to comply with certain certification requirements (generally using IRS Form W-8ECI) in order to claim an exemption from withholding tax. In addition, if a non-U.S. holder is a corporation, it may also be subject to a branch profits tax equal to 30 percent (or lower rate under an applicable treaty) of a portion of its earnings and profits for the taxable year that are effectively connected with its conduct of a trade or business in the United States, subject to certain adjustments.

Capital Gain of Non-U.S. Holders from Distributions on Company Stock

Subject to the discussion below regarding backup withholding, a non-U.S. holder generally will not be subject to U.S. federal income tax on any portion of a distribution on Company stock treated as capital gain unless: (a) that gain is effectively connected with the non-U.S. holder’s conduct of a trade or business in the United States (and, if required by an applicable tax treaty, is attributable to a U.S. permanent establishment maintained by the non-U.S. holder); (b) the non-U.S. holder is a nonresident alien individual who is present in the United States for 183 days or more in the taxable year of that distribution, and certain other conditions are met; or (c) we are or have been a “United States real property holding corporation” within the meaning of section 897(c)(2) of the Code for U.S. federal income tax purposes at any time during the shorter of the five-year period preceding the date of distribution or the holder’s holding period for the Company stock, and certain other requirements are met. Although there can be no assurance, we believe that we are not, and we do not anticipate becoming, a United States real property holding corporation for U.S. federal income tax purposes. Even if we are treated as a United States real property holding corporation, capital gain treated as realized by a non-U.S. holder on a distribution on our common stock will not be subject to U.S. federal income tax so long as: (1) the non-U.S. holder owned, directly, indirectly and constructively, no more than five percent of our common stock at all times within the shorter of (x) the five-year period preceding the distribution, or (y) the holder’s holding period, and (2) our common stock is regularly traded on an established securities market. There can be no assurance that our common stock qualifies or will continue to qualify as regularly traded on an established securities market. If any capital gain treated as realized on a distribution on our common stock is taxable because we are a United States real property holding corporation and your ownership of our common stock exceeds five percent, you will be taxed on such disposition generally in the manner applicable to U.S. persons and in addition, a purchaser of your common stock may be required to withhold tax with respect to that obligation.

If a non-U.S. holder is described in clause (a) of the preceding paragraph, the non-U.S. holder will generally be subject to tax on the net gain derived from the disposition at the regular graduated U.S. federal income tax rates in the same manner as if such non-U.S. holder were a U.S. person, unless an applicable tax treaty provides otherwise. In addition, a non-U.S. holder that is a corporation may be subject to the branch profits tax at a rate equal

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to 30 percent (or lower applicable tax treaty rate) of its effectively connected earnings and profits. If the non-U.S. holder is an individual described in clause (b) of the preceding paragraph, the non-U.S. holder will generally be subject to a flat 30 percent tax on the gain derived from the disposition, which may be offset by U.S. source capital losses even though the non-U.S. holder is not considered a resident of the United States, provided that the non-U.S. holder has timely filed U.S. federal income tax returns with respect to such losses.

Foreign Accounts

Sections 1471 through 1474 of the Code and the Treasury regulations thereunder (commonly referred to as “FATCA”), impose a 30 percent withholding tax on payments of dividends on Company stock to “foreign financial institutions” (as defined under FATCA) as the beneficial owner or an intermediary, and certain other non-U.S. entities unless various U.S. information reporting and due diligence requirements (generally relating to ownership by U.S. persons of interests in or accounts with those entities) have been satisfied or an exemption applies. An intergovernmental agreement between the jurisdiction of a recipient and the United States may modify the rules described in this paragraph. You should consult your tax advisor regarding the effect, if any, of the FATCA rules for you based on your particular circumstances.

Information Reporting and Backup Withholding

Generally, the amount of any distribution on Company stock to non-U.S. holders and the amount of tax, if any, withheld with respect to those payments must be reported annually to the IRS and to the non-U.S. holders. Copies of the information returns reporting such distribution and withholding may also be made available to the tax authorities in a country in which the non-U.S. holder resides under the provisions of an applicable tax treaty. In general, a non-U.S. holder will not be subject to backup withholding with respect to payments of dividends on Company stock, provided a properly executed IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, (or applicable successor form), has been provided by the non-U.S. holder or the non-U.S. holder otherwise establishes an exemption. Any amounts withheld under the backup withholding rules will be allowed as a refund or a credit against a non-U.S. holder’s U.S. federal income tax liability, if any, provided the required information is timely furnished to the IRS.

THE U.S. FEDERAL INCOME TAX DISCUSSION SET FORTH ABOVE IS INCLUDED FOR GENERAL INFORMATION PURPOSES ONLY AND IS NOT A COMPLETE ANALYSIS OR DISCUSSION OF ALL POTENTIAL TAX CONSEQUENCES RELEVANT TO COMPANY STOCKHOLDERS. THE TAX CONSEQUENCES OF THE ASSET SALE OR ANY DISTRIBUTION ON THE COMPANY STOCK MAY VARY DEPENDING UPON THE PARTICULAR CIRCUMSTANCES OF EACH STOCKHOLDER. YOU SHOULD CONSULT YOUR TAX ADVISOR CONCERNING THE FEDERAL, STATE, LOCAL, FOREIGN OR OTHER TAX CONSEQUENCES TO YOU OF THE ASSET SALE OR ANY DISTRIBUTION ON COMPANY STOCK.

Regulatory Matters

The Agreement provides that the closing of the Asset Sale is conditioned on, among other things, (i) the expiration or termination of the applicable waiting period under the HSR Act, (ii) obtaining clearance from CFIUS, and (iii) obtaining approval under the NSI Act, in each case unless waived where permitted by law by the party for whose benefit such condition exists. Each of Buyer and the Company has agreed to, within 10 Business Days after April 2, 2024, make its respective filings under the HSR Act (which the parties filed on April 17, 2024) and NSI Act (which the parties filed on April 18, 2024) and to supply as promptly as practicable and advisable to the appropriate governmental authority any additional information and documentary material that may be requested pursuant to the HSR Act or the NSI Act. Further, each of Buyer and the Company has agreed to, and to cause their respective affiliates to, use reasonable best efforts to obtain clearance from CFIUS. Notwithstanding anything to the contrary contained in the Agreement, in the event that the parties have agreed in good faith that CFIUS clearance is unlikely to be obtained and (i) the President has issued an order suspending or prohibiting the transactions contemplated by the Agreement, (ii) CFIUS has notified the parties, orally or in

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writing, that CFIUS intends to send a report to the President recommending that the President act to suspend or prohibit the transactions contemplated by the Agreement, or (iii) CFIUS has notified the parties, orally or in writing, that it is unable to remediate, mitigate or address national security concerns identified through the CFIUS clearance process, no party will have any further obligation to seek CFIUS clearance.

Appraisal Rights

Under Delaware law, our stockholders are not entitled to appraisal rights in connection with the Asset Sale.

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THE STOCK AND ASSET PURCHASE AGREEMENT

The following is a summary of the material terms and conditions of the Agreement. The descriptions of the Agreement in this section and elsewhere in this Proxy Statement are qualified in their entirety by reference to the complete text of the Agreement, a copy of which is attached as Annex A and is incorporated by reference into this Proxy Statement. This summary does not purport to be complete and may not contain all of the information about the Agreement that is important to you. You are encouraged to carefully read the entire Agreement.

Explanatory Note Regarding the Agreement

Purchase and Sale of Stock and Assets

The Company has entered into the Agreement with Buyer that provides, among other things, that it will sell substantially all of the assets that are primarily related to, primarily used in, held for use in, or necessary for the conduct of the Physical Security Business operated by it and its controlled affiliates, including (i) access control software, video management software, credentials software, access control hardware and sensors, mobile access control, telephone entry systems, technology integrations and logical access control hardware, software and mobile apps, and (ii) any formulation or research and development in connection therewith, and Buyer will acquire those assets and assume certain liabilities related to the Physical Security Business as specified in the Agreement and will acquire all of the issued and outstanding equity interests of Identiv Private Limited (the “Acquired Entity”). The parties’ respective obligations to consummate the transactions contemplated by the Agreement are subject to the satisfaction or waiver of the conditions set forth therein, including the Company’s receipt of the Required Stockholder Approval of the Agreement, the Asset Sale and the other transactions contemplated by the Agreement.

Purchased Assets

Upon the terms and subject to the conditions of the Agreement, in addition to agreeing to sell to Buyer all outstanding shares of Identiv Private Limited, the Company has agreed to sell to Buyer all assets, properties, rights, interests, permits, claims, and goodwill, wherever situated and of whatever kind and nature, real or personal, whether or not reflected on the books and records of the Company and its controlled affiliates that are

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primarily related to, primarily used in, held for use in, or necessary for the conduct of the Physical Security Business, including the following assets (the “Purchased Assets”):

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but excluding, any Excluded Assets (as defined below) and any of the foregoing that is held by the Acquired Entity. Notwithstanding the above, any assets that are by their terms non-assignable without the consent of a third party are not transferred to Buyer under the terms of the Agreement. Instead, the Company and Buyer are each required to use commercially reasonable efforts to obtain any such consent. However, the Company nor Buyer are required to pay any fee or other consideration to any third party to obtain any such consent. To the extent that any Purchased Assets, Assumed Liabilities or permits cannot be transferred to Buyer as of the closing of the Asset Sale, the Company and Buyer will use commercially reasonable efforts to enter into such arrangements (such as subleasing, sublicensing or subcontracting) to provide the economic and, to the extent permitted under applicable law, operational equivalent of the transfer of such Purchased Assets or Assumed Liabilities to Buyer as of the closing of the Asset Sale.

Excluded Assets

Under the terms of the Agreement, the following assets (the “Excluded Assets”), will not be transferred to Buyer and will remain the Company’s assets following the closing of the Asset Sale:

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Any assets that would be Excluded Assets if they were held by a person other than the Acquired Entity shall be individually acquired by Buyer as a result of the acquisition of the equity interests of the Acquired Entity.

Assumption and Transfer of Liabilities

Assumed Liabilities

Upon the terms and subject to the conditions of the Agreement, Buyer will assume certain liabilities and obligations related to the Physical Security Business, as discussed below, including all of the following liabilities and obligations (the “Assumed Liabilities”):

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Excluded Liabilities

Under the terms of the Agreement, the following liabilities and obligations will remain the Company’s liabilities and obligations (the “Excluded Liabilities”) and will not be assumed by Buyer following the closing of the Asset Sale:

Consideration

As consideration for the Asset Sale, Buyer will:

Guaranty

Vitaprotech, as primary obligor and not as surety, has agreed to absolutely, unconditionally and irrevocably guarantee the full and prompt payment and performance of all payment of the Initial Purchase Price and debt financing reimbursement and pre-closing indemnification obligations of Buyer under the Agreement.

The Closing of the Asset Sale

Unless another time, date or place is agreed to in writing by Buyer and the Company, the closing of the Asset Sale will occur at 9:00 a.m., Pacific Time, on the 12th Business Day after the satisfaction or waiver of the closing conditions set forth in the Agreement (other than those conditions that by their terms are to be satisfied at the closing of the Asset Sale, but subject to the satisfaction or waiver of such conditions) or such other time or date to be specified by Buyer and the Company.

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Representations and Warranties; Material Adverse Effect

The Agreement contains a number of representations and warranties made by the parties thereto that are subject in some cases to exceptions and qualifications (including exceptions to the effect that there have not been, and would not reasonably be expected to be, a material adverse effect on the Physical Security Business or the applicable party’s ability to timely consummate the transactions contemplated by the Agreement.

The representations and warranties made by the Company under the Agreement relate to, among other things:

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The Agreement also contains representations and warranties of Buyer, relating to, among other things, the following:

Certain of the representations and warranties made by the parties are qualified as to “knowledge,” “materiality” or “material adverse effect.” For purposes of the Agreement, “material adverse effect,” when used in reference to the Company, means any event, development, circumstance, occurrence, fact, condition or change that, individually or in the aggregate, has had, or would reasonably be expected to have, a materially adverse effect on (i) the business, results of operations, financial condition or assets of the Physical Security Business and the Acquired Entity, taken as a whole, or (ii) the ability of the Company to timely consummate the transactions contemplated by the Agreement; provided, however, that in the case of (i) only, “material adverse effect” shall not include any event, development, circumstance, occurrence, fact, condition or change, directly or indirectly, arising out of or attributable to:

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provided that, the exceptions in the first four bullets and the ninth bullet will not apply to the extent that such changes, occurrences, events or effects set forth in such bullets have a materially disproportionate impact on the Physical Security Business and the Acquired Entity, taken as a whole, as compared to other companies or businesses operating in the same or similar industries and geographies in which the Physical Security Business operates. Additionally, a material adverse effect for the Company shall be deemed to occur if certain representations and warranties made by the Company with respect to voting indebtedness or agreements regarding voting of the capital stock of the Company are not true and correct in all material respects.

Covenants and Agreements

Conduct of the Company Pending Closing

In general, the Company has agreed that prior to the completion of the Asset Sale or the termination of the Agreement in accordance with its terms, except as otherwise provided in the Agreement, set forth in certain Disclosure Schedules to the Agreement, or as may be consented to in writing by Buyer (which consent shall be deemed to be given if Buyer does not respond to any request for consent within four Business Days after request), the Company will and will cause its controlled affiliates to:

provided, that the Company is permitted to take actions with respect to matters that primarily concern the day-to-day operations, management and administration of the Physical Security Business, consistent with the manner such matters have been conducted during the 12-month period prior to the date of the Agreement without a need for any consent from Buyer.

In addition, the Company has agreed that, prior to the completion of the Asset Sale or the termination of the Agreement in accordance with its terms, except as otherwise provided in the Agreement, set forth in certain Disclosure Schedules to the Agreement, or as may be consented to in writing by Buyer (which consent shall be deemed to be given if Buyer does not respond to any request for consent within four Business Days after request or two Business Days for the matters in bullets 19 and 20 below), the Company will not and will not permit its controlled affiliates to take any action that would cause any of the following changes, events or conditions to occur:

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Stockholder Meeting and Board Recommendation

The Agreement requires the Company to use reasonable best efforts to cause the Proxy Statement to be mailed to its stockholders as promptly as reasonably practicable after the date the SEC staff advises that it will not review or has no further comments on the Proxy Statement (or if no communication is received from the SEC staff indicating it intends to review, as soon as permitted by applicable law). Following such time, the Company has agreed to take all actions necessary in accordance with applicable law, Nasdaq, and its organizational documents to duly call, give notice of, convene and hold a meeting of its stockholders for the purpose of seeking the approval of the Asset Sale Proposal as promptly as practicable following the 20^th Business Day following mailing of the Proxy Statement to its stockholders, but in no event later than the 30^th Business Day following such mailing of the Proxy Statement and hold, at the Company’s sole election, either a special meeting of stockholders for the sole purpose of seeking the stockholders’ approval of the Asset Sale, or, its annual meeting for the following purposes: (i) stockholders’ approval of the Asset Sale, (ii) election of members of the Board of Directors, (iii) advisory vote to approve the compensation of the Company’s named executive officers, (iv) advisory vote on the frequency of holding an advisory vote to approve the compensation of the Company’s named executive officers, (v) amendment to the Company’s 2011 Plan, (vi) advisory vote to approve certain compensation that may be paid or become payable to the Company’s current and former named executive officers that is based on or otherwise relates to the transactions contemplated by the Agreement and (vii) ratification of the Company’s independent public accounting firm, and in either case of special or annual meeting (either meeting, including any adjournment or postponement thereof, the “Stockholders’ Meeting”).

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The Company may, in consultation with Buyer, and shall, at the written request of Buyer, adjourn or postpone the Stockholders’ Meeting (i) to the extent required by applicable law or if, after consultation with Buyer, the Company determines such adjournment or postponement necessary to ensure that any required supplement or amendment to the Proxy Statement is provided to its stockholders of within a reasonable amount of time in advance of the Stockholders’ Meeting if such disclosure is determined by the Company in good faith after consultation with outside counsel to be required to be provided to its stockholders, (ii) if as of the time for which the Stockholders’ Meeting is originally scheduled (as set forth in the Proxy Statement) there are insufficient shares of the Company’s common stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Stockholders’ Meeting, or (iii) to solicit additional proxies if necessary to obtain the Required Stockholder Approval; provided, however, that unless otherwise agreed to by each of Buyer and the Company, with respect to each of the foregoing clauses (ii) and (iii), the Stockholders’ Meeting will not be adjourned or postponed in connection with any one adjournment or postponement to a date that is more than 30 days in the aggregate without Buyer’s prior written consent and in no event shall any adjournment or postponement be to a date that is fewer than 13 Business Days prior to the Outside Date (as defined below).

If the Board of Directors has not made an Adverse Recommendation Change (as defined below) pursuant to the terms of the Agreement, the Board of Directors will (i) recommend that the stockholders adopt the Asset Sale Proposal (the “Board Recommendation on the Asset Sale Proposal”), (ii) include the Board Recommendation on the Asset Sale Proposal in this Proxy Statement, and (iii) use its commercially reasonable efforts to obtain approval of the Asset Sale Proposal, including soliciting from its stockholders proxies therefor.

Even if an Adverse Recommendation Change has been made pursuant to the terms of the Agreement, unless the Agreement has been terminated in accordance with its terms, the obligations of the parties under the Agreement will continue in full force and effect.

For purposes of the Agreement, an “Adverse Recommendation Change” refers to any of the following actions by the Board of Directors or any committee thereof: (i) the failure to include the Board Recommendation on the Asset Sale Proposal in this Proxy Statement, (ii) to change, qualify, withhold, withdraw or modify, or publicly propose to, endorse, declare advisable, or change, qualify, withhold, withdraw or modify the Board Recommendation on the Asset Sale Proposal, (iii) to take any action by board resolution or make any recommendation, endorsement or public statement in connection with a tender offer or exchange offer other than a recommendation against such offer or a customary “stop, look and listen” communication in compliance with the Agreement, or (iv) to adopt, approve or recommend, or publicly propose to approve or recommend to stockholders of the Company a competing acquisition proposal.

Reasonable Efforts; Governmental Approvals and Consents

Reasonable Efforts

Each of Buyer and the Company has agreed to:

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Governmental Approvals

Each of Buyer and the Company has agreed to, within 10 Business Days after April 2, 2024, make its respective filings under the HSR Act (which the parties filed on April 17, 2024) and NSI Act (which the parties filed on April 18, 2024) and to supply as promptly as practicable and advisable to the appropriate governmental authority any additional information and documentary material that may be requested pursuant to the HSR Act or the NSI Act.

Buyer has agreed to use its reasonable best efforts and to take any and all steps necessary to avoid or eliminate each and every impediment under any antitrust, competition or trade regulation law that may be asserted by any governmental authority or any other party so as to enable the parties hereto to close the transactions contemplated by the Agreement as promptly as possible, including proposing, negotiating, committing to and effecting, by consent decree, hold separate orders, or otherwise, the sale, divestiture or disposition of any of its assets, properties or businesses or of the assets, properties or businesses to be acquired by it pursuant to the Agreement as are required to be divested in order to avoid the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order in any suit or proceeding, which would otherwise have the effect of materially delaying or preventing the consummation of the transactions contemplated by the Agreement; provided, however that Buyer and its affiliates are not obligated to take any action or consent to any condition that would reasonably be expected to have a material adverse effect on the benefits Buyer expects to receive from the consummation of the transactions contemplated by the Agreement.

Each of Buyer and the Company has agreed to disclose to the other party all analyses, appearances, meetings, discussions, presentations, memoranda, briefs, filings (excluding any filings submitted pursuant to the HSR Act or NSI Act), arguments, and proposals made by or on behalf of either party before any governmental authority or the staff or regulators of any governmental authority, in connection with the Agreement in advance of any filing, submission or attendance and to consult and cooperate with one another, and consider in good faith the views of one another, in connection with any such analyses, appearances, meetings, discussions, presentations, memoranda, briefs, filings, arguments, and proposals. Each of Buyer and the Company has agreed to give notice to the other party with respect to any meeting, discussion, appearance or contact with any governmental authority or the staff or regulators of any governmental authority sufficient to provide the other party with the opportunity to attend and participate in such meeting, discussion, appearance or contact.

The Company has agreed to use commercially reasonable efforts to give all notices to, and obtain all consents from, all certain third parties; provided, however, that the Company is not obligated to pay any consideration therefor to any third party from whom consent or approval is requested.

Additionally, the parties have agreed to, and to cause their respective affiliates to, use reasonable best efforts to obtain CFIUS clearance, including:

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The Company and its controlled affiliates (including the Acquired Entity) are under no circumstances required to take or commit to take any action that would conflict with, violate or result in a breach of or termination right or default under any credit agreement or the documentation governing any other indebtedness.

Notwithstanding anything to the contrary contained in the Agreement, in the event that the parties have agreed in good faith that CFIUS clearance is unlikely to be obtained and (i) the President has issued an order suspending or prohibiting the transactions contemplated by the Agreement, (ii) CFIUS has notified the parties, orally or in writing, that CFIUS intends to send a report to the President recommending that the President act to suspend or prohibit the transactions contemplated by the Agreement, or (iii) CFIUS has notified the parties, orally or in writing, that it is unable to remediate, mitigate or address national security concerns identified through the CFIUS clearance process, no party will have any further obligation to seek CFIUS clearance.

No Solicitation

The Company has agreed between April 2, 2024 and the earlier of the completion of the Asset Sale and the termination of the Agreement in accordance with its terms to, and to cause each of its controlled affiliates (including the Acquired Entity) and direct and use reasonable best efforts to cause each of its representatives, to:

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If at any time prior to obtaining the Required Stockholder Approval, the Company or any of its representatives receives an unsolicited and bona fide written competing acquisition proposal from any person or group of persons, which competing acquisition proposal did not result from a breach of the non-solicitation restrictions in the Agreement (other than a de minimis breach), the Company and its representatives may:

Additionally, the Company has agreed that the Board of Directors and any committee thereof will not (i) make any Adverse Recommendation Change, or (ii) authorize, cause or permit the Company or any of its controlled affiliates (including the Acquired Entity) to enter into any letter of intent, joint venture agreement, partnership agreement, term sheet, agreement in principle, stock or asset purchase agreement, merger agreement, confidentiality agreement or other similar contract with respect to any competing acquisition proposal or Inquiry (other than an Acceptable Confidentiality Agreement) (each, an “Alternative Acquisition Agreement”).

Superior Proposals

Prior to obtaining the Required Stockholder Approval, the Company may (i) make an Adverse Recommendation Change in response to a competing acquisition proposal; or (ii) terminate the Agreement and enter into an Alternative Acquisition Agreement, if prior to taking any such action the Board of Directors or any duly authorized committee thereof has determined, after consultation with the Company’s financial advisors of nationally recognized reputation and outside legal counsel, that (x) failure to take such action would reasonably be expected to result in a breach of the Board of Directors’ fiduciary duties under applicable law, and (y) such competing acquisition proposal constitutes a Superior Proposal; provided, however, that:

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A “Superior Proposal” means a written offer or proposal from a third party or group of third parties that did not result from a breach of the non-solicitation provisions of the Agreement relating to (i) any acquisition or purchase, directly or indirectly, of 50% or more of the fair value of the consolidated assets of the Company and its subsidiaries or 50% or more of any class of equity or voting securities of the Company or any of its subsidiaries whose assets, individually or in the aggregate, constitute 50% or more of the fair value of the consolidated assets of the Company, (ii) any tender offer (including a self-tender offer) or exchange offer that, if consummated, would result in a person or group beneficially owning 50% or more of any class of equity or voting securities of the Company or any of its subsidiaries whose assets, individually or in the aggregate, constitute 50% or more of the fair value of the consolidated assets of the Company, or (iii) a merger, consolidation, share exchange, business combination, asset sale, reorganization, recapitalization, liquidation, dissolution or other similar transaction involving the Company or any of its subsidiaries pursuant to which any person or group would own, directly or indirectly, 50% or more of the aggregate voting power of the Company after giving effect to the consummation of such transaction on terms that the Board of Directors or other duly authorized committee thereof determines in its good faith judgment, after consultation with financial advisors of nationally recognized reputation and outside legal counsel, taking into account all factors and matters deemed relevant in good faith by the Board of Directors, including financial, legal, regulatory and any other aspects of the transaction described in such proposal, would, if consummated, (x) be more favorable to the Company and its stockholders than the transactions contemplated by the Agreement from a financial point of view (including after giving effect to any adjustment to the terms thereof proposed in a binding written offer by Buyer), and (y) is reasonably capable of being completed in accordance with its terms.

Intervening Event

Prior to the time to obtaining the Required Stockholder Approval, the Board of Directors also may effect an Adverse Recommendation Change if and only if: (i) the Board of Directors or any duly authorized committee thereof has determined, after consultation with the Company’s financial advisors of nationally recognized reputation and outside legal counsel, that failure to take such action would reasonably be expected to result in a breach of the Board of Directors’ fiduciary duties under applicable law; (ii) such action is not in response to the receipt, existence of or terms of a competing acquisition proposal or a Superior Proposal or any Inquiry related thereto or the consequences thereof; (iii) such action is in response to a material development, fact, change, event, effect, occurrence or circumstance that is not known or reasonably foreseeable, or, if known or reasonably foreseeable, the consequences of which are not known or reasonably foreseeable, to the Board of Directors as of the date hereof and becomes known to the Board of Directors (excluding any Inquiry, competing acquisition proposal or Superior Proposal, an “Intervening Event”); and (iv) prior to taking such action:

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Subject to the Company’s obligations with respect to the Board Recommendation on the Asset Sale Proposal and with respect to effecting an Adverse Recommendation Change, each as summarized above, and its obligations with respect to publicity related to the transactions contemplated by the Agreement, nothing in the Agreement prohibits the Company or the Board of Directors from (i) taking and disclosing to its stockholders a position contemplated by Rule 14e-2(a) or Rule 14d-9 promulgated under the Exchange Act or from making any other disclosure to the Company’s stockholders if, in the Board of Directors’ determination in good faith after consultation with outside counsel, such disclosure is required under applicable law, or (ii) issuing a “stop, look and listen” communication pursuant to Rule 14d-9(f) under the Exchange Act; provided, that any disclosures made as permitted in clause (i) shall be deemed to be an Adverse Recommendation Change unless the Board of Directors expressly publicly reaffirms the Board Recommendation on the Asset Sale Proposal in connection with such disclosure.

The Company has agreed to promptly request each person that has executed a confidentiality agreement prior to the date of the Agreement in connection with such person’s consideration of an acquisition of the Company to return or destroy all confidential information furnished to such person prior to the date of the Agreement by or on behalf of the Company or any of its representatives and to immediately terminate all physical and electronic data room access for any such person and any of their representatives to diligence or other information regarding the Company. If any such person requests a waiver of the standstill provision of any such agreement, the Company will only waive such standstill provisions if and to the extent that the Board of Directors has determined, after consultation with the Company’s financial advisors of nationally recognized reputation and outside legal counsel, that the failure to do so would reasonably be expected to result in a breach of the Board of Directors’ fiduciary duties under applicable law.

Restrictive Covenants

The Company has agreed that for a period of five years beginning on the Closing Date (the “Restrictive Period”), neither the Company nor any of its controlled affiliates shall, directly or indirectly, engage with, manage, operate, have any ownership interest in any person that engages in, manages or operates a business that is competitive with the Physical Security Business or competes for customers of the Physical Security Business, in each case, with respect to geographies that the Physical Security Business participated in as of closing of the Asset Sale; provided, however, that the Company may:

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During the Restrictive Period, the Company also agreed that it will not, and will cause its controlled affiliates and its respective officers, directors, employees and agents (if acting on behalf of the Company or its controlled affiliates) not to, directly or indirectly, in any manner, hire, engage, recruit, employ, solicit or otherwise attempt to employ or engage or enter into any business relationship with any employee of the Physical Security Business, or induce or attempt to induce any such employee to leave his or her employment with Buyer or Buyer’s affiliates; provided, however, that the foregoing shall not prohibit the Company and its controlled affiliates or any of its respective officers, directors employees or agents from (i) engaging in general solicitations of employees not specifically targeted at the employees of Buyer, (ii) employing any person pursuant to a general solicitation to the public through general advertising or similar methods of solicitation by search firms not specifically targeted toward employees of the Physical Security Business, or (iii) employing any former employee of Buyer who was terminated by Buyer at least 6 months prior to being employed by the Company or its controlled affiliates or who voluntarily departed employment with Buyer at least one year prior to being employed by the Company or its controlled affiliates.

Other Covenants and Agreements

The Agreement contains additional covenants and agreements relating to, among other matters:

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Conditions to Completion of the Asset Sale

Conditions to the Obligations of the Parties to Complete the Asset Sale

The obligations of each of Buyer and the Company to complete the Asset Sale are subject to the fulfillment, at or prior to the closing of the Asset Sale, of each of the following conditions (such conditions, the “Mutual Closing Conditions”):

Conditions to the Obligations of Buyer to Complete the Asset Sale

In addition, the obligations of Buyer to complete the Asset Sale are subject to the fulfillment or Buyer’s waiver, at or prior to the closing of the Asset Sale, of each of the following conditions (such conditions, the “Buyer Closing Conditions”):

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Conditions to the Obligation of the Company to Complete the Asset Sale

In addition, the Company’s obligation to complete the Asset Sale is subject to the fulfillment or the Company’s waiver, at or prior to the closing of the Asset Sale, of each of the following conditions (such conditions, the “Identiv Closing Conditions”):

Survival and Indemnification

Survival

Except for claims for fraud and the mutual representation and warranties acknowledging that the only representations and warranties being provided by each of the parties are those included in the Agreement, none of the representations and warranties contained in the Agreement will survive the Closing Date. The covenants contained in the Agreement which relate to the performance of obligations on or after the closing of the Asset Sale or any ancillary agreements will survive the closing of the Asset Sale until such covenants are fully performed.

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Indemnification

From and after the Closing Date, the Company has agreed to indemnify Buyer, its affiliates and any of their respective directors, officers, employees, stockholders, agents, successors and permitted assigns (“Buyer Parties”) against and in respect of any and all losses, claims, damages, liabilities, fines, fees, assessments, penalties, judgments, settlements, costs and expenses, including reasonable and documented legal fees and expenses (“Losses”) resulting or arising from or otherwise relating to:

The Company will not be liable for indemnification under the first and third bullets for any individual or series of related Losses which exceed the Purchase Price.