| Item 2.01 | Completion of Merger or Disposition of Assets. |
Merger Agreement
On November 1, 2018, Identiv, Inc., a Delaware corporation (“Identiv” or the “Company”) completed the previously announced acquisition of Thursby Software Systems, Inc., a Texas corporation (“TSS”), pursuant to an Agreement and Plan of Merger dated as of October 25, 2018 (the “Merger Agreement”), by and among Identiv, TSS Merger Sub, Inc., a Texas corporation and wholly owned subsidiary of Identiv (“Merger Sub 1”), TSS Merger, LLC., a Texas limited liability company and a wholly owned subsidiary of Identiv (“Merger Sub 2”), TSS, and William Thursby as the sole Shareholder of TSS. Capitalized terms used and not otherwise defined herein have the meanings set forth in the Merger Agreement.
The foregoing description of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, a copy of which was filed as Exhibit 2.1 to Identiv’s Current Report on Form 8-K filed on October 25, 2018, and is incorporated herein by reference.
| Item 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The information provided in Item 2.01 above is incorporated herein by reference.
| Item 3.02 | Unregistered Sales of Equity Securities. |
Pursuant to the terms of the Merger Agreement described in Item 2.01 above, on November 1, 2018, Identiv became obligated to issue 426,621 shares of its common stock, par value $0.001 per share, to the holder of equity interests of TSS in connection with the Merger. The common stock will be issued pursuant to an exemption under Section 4(a)(2) of the Securities Act of 1933, as amended, and/or Regulation D, as promulgated thereunder. Identiv has also agreed to file a registration statement on Form S-3 registering the Identiv shares following closing.
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On October 31, 2018, the Compensation Committee of the Board of Directors of Identiv granted Sandra Wallach, the Company’s Chief Financial Officer, a Restricted Stock Unit (“RSU”) award for 5,000 shares of the Company’s common stock, of which 25% vests on November 1, 2019 with additional vesting in equal quarterly installments over the following three years.
| Item 7.01 | Regulation FD Disclosure. |
On November 1, 2018, Identiv issued a press release announcing completion of the acquisition of TSS, pursuant to the Merger Agreement. A copy of the press release is furnished as Exhibit 99.1 hereto. The information in this Item 7.01 and Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific referencing in such filing.
