These terms and conditions govern your use of the website alphaminr.com and its related
services.
These Terms and Conditions (“Terms”) are a binding contract between you and Alphaminr,
(“Alphaminr”, “we”, “us” and “service”). You must agree to and accept the Terms. These Terms
include the provisions in this document as well as those in the Privacy Policy. These terms may
be modified at any time.
Subscription
Your subscription will be on a month to month basis and automatically renew every month. You may
terminate your subscription at any time through your account.
Fees
We will provide you with advance notice of any change in fees.
Usage
You represent that you are of legal age to form a binding contract. You are responsible for any
activity associated with your account. The account can be logged in at only one computer at a
time.
The Services are intended for your own individual use. You shall only use the Services in a
manner that complies with all laws. You may not use any automated software, spider or system to
scrape data from Alphaminr.
Limitation of Liability
Alphaminr is not a financial advisor and does not provide financial advice of any kind. The
service is provided “As is”. The materials and information accessible through the Service are
solely for informational purposes. While we strive to provide good information and data, we make
no guarantee or warranty as to its accuracy.
TO THE EXTENT PERMITTED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES SHALL ALPHAMINR BE LIABLE TO
YOU FOR DAMAGES OF ANY KIND, INCLUDING DAMAGES FOR INVESTMENT LOSSES, LOSS OF DATA, OR ACCURACY
OF DATA, OR FOR ANY AMOUNT, IN THE AGGREGATE, IN EXCESS OF THE GREATER OF (1) FIFTY DOLLARS OR
(2) THE AMOUNTS PAID BY YOU TO ALPHAMINR IN THE SIX MONTH PERIOD PRECEDING THIS APPLICABLE
CLAIM. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL OR
CERTAIN OTHER DAMAGES, SO THE ABOVE LIMITATION AND EXCLUSIONS MAY NOT APPLY TO YOU.
If any provision of these Terms is found to be invalid under any applicable law, such provision
shall not affect the validity or enforceability of the remaining provisions herein.
Privacy Policy
This privacy policy describes how we (“Alphaminr”) collect, use, share and protect your personal
information when we provide our service (“Service”). This Privacy Policy explains how
information is collected about you either directly or indirectly. By using our service, you
acknowledge the terms of this Privacy Notice. If you do not agree to the terms of this Privacy
Policy, please do not use our Service. You should contact us if you have questions about it. We
may modify this Privacy Policy periodically.
Personal Information
When you register for our Service, we collect information from you such as your name, email
address and credit card information.
Usage
Like many other websites we use “cookies”, which are small text files that are stored on your
computer or other device that record your preferences and actions, including how you use the
website. You can set your browser or device to refuse all cookies or to alert you when a cookie
is being sent. If you delete your cookies, if you opt-out from cookies, some Services may not
function properly. We collect information when you use our Service. This includes which pages
you visit.
Sharing of Personal Information
We use Google Analytics and we use Stripe for payment processing. We will not share the
information we collect with third parties for promotional purposes.
We may share personal information with law enforcement as required or permitted by law.
☑
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended
September 30,
2025
OR
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ______ to ______
Commission File Number:
000-29440
IDENTIV, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware
77-0444317
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification No.)
1900-B Carnegie Avenue
Santa Ana
,
California
92705
(Address of principal executive offices)
(Zip Code)
Registrant’s telephone number, including area code: (
657
)
356-8384
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of exchange on which registered
Common Stock, $0.001 par value per share
INVE
The Nasdaq Stock Market LLC
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes
☑
No
☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Yes
☑
No
☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
☐
Accelerated filer
☑
Non-accelerated filer
☐
Smaller reporting company
☑
Emerging growth company
☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
☐
No
☑
As of November 4, 2025, the registrant had
23,754,389
shares of common stock outstanding.
Accounts receivable, net of allowances of $
658
and $
655
as of September 30, 2025
and December 31, 2024, respectively
4,403
4,214
Inventories
5,909
7,475
Prepaid expenses and other current assets
5,256
5,210
Total current assets
142,134
152,845
Property and equipment, net
7,369
7,694
Operating lease right-of-use assets
979
2,000
Other assets
542
686
Total assets
$
151,024
$
163,225
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable
$
2,436
$
2,746
Operating lease liabilities
870
852
Accrued compensation and related benefits
808
862
Accrued income taxes payable
1,226
1,173
Other accrued expenses and liabilities
1,403
2,327
Total current liabilities
6,743
7,960
Long-term operating lease liabilities
587
1,167
Other long-term liabilities
29
29
Total liabilities
7,359
9,156
Commitments and contingencies (see Note 14)
Stockholders' equity:
Series B convertible preferred stock, $
0.001
par value:
5,000
shares authorized;
5,000
shares
issued and outstanding as of September 30, 2025 and December 31, 2024
5
5
Common stock, $
0.001
par value:
50,000
shares authorized;
26,391
and
25,974
shares
issued and
23,730
and
23,431
shares outstanding as of September 30, 2025 and
December 31, 2024, respectively
26
26
Additional paid-in capital
511,893
509,482
Treasury stock,
2,661
and
2,543
shares as of September 30, 2025 and December 31, 2024,
respectively
(
16,888
)
(
16,490
)
Accumulated deficit
(
354,332
)
(
340,050
)
Accumulated other comprehensive income
2,961
1,096
Total stockholders' equity
143,665
154,069
Total liabilities and stockholders' equity
$
151,024
$
163,225
The accompanying notes are an integral part of these condensed consolidated financial statements.
3
IDENTIV, INC.
CONDENSED CONSOLIDATED
S
TATEMENTS OF COMPREHENSIVE INCOME (LOSS
)
(Unaudited, in thousands, except per share data)
Three Months Ended September 30,
Nine Months Ended September 30,
2025
2024
2025
2024
Net revenue
$
5,009
$
6,532
$
15,318
$
19,931
Cost of revenue
4,475
6,294
15,126
18,596
Gross profit
534
238
192
1,335
Operating expenses:
Research and development
828
1,102
2,505
2,965
Selling and marketing
1,369
1,657
4,322
4,654
General and administrative
3,517
7,032
9,720
15,052
Restructuring and severance
402
—
1,082
—
Total operating expenses
6,116
9,791
17,629
22,671
Loss from continuing operations
(
5,582
)
(
9,553
)
(
17,437
)
(
21,336
)
Non-operating income (expense):
Interest income, net
1,309
244
3,841
8
Foreign currency gains (losses), net
(
25
)
340
(
1,425
)
55
Loss from continuing operations before income tax benefit (provision)
(
4,298
)
(
8,969
)
(
15,021
)
(
21,273
)
Income tax benefit (provision)
847
(
360
)
739
(
361
)
Net loss from continuing operations
(
3,451
)
(
9,329
)
(
14,282
)
(
21,634
)
Net income (loss) from discontinued operations, net of tax:
Loss from Physical Security Business, net of tax
—
(
4,268
)
—
(
2,737
)
Gain on sale of Physical Security Business, net of tax
—
99,546
—
99,546
Income from discontinued operations, net of tax
—
95,278
—
96,809
Net income (loss)
(
3,451
)
85,949
(
14,282
)
75,175
Other comprehensive income:
Foreign currency translation adjustment, net of tax
37
1,431
1,865
1,037
Comprehensive income (loss)
$
(
3,414
)
$
87,380
$
(
12,417
)
$
76,212
Net income (loss) per common share:
Basic and diluted - continuing operations
$
(
0.15
)
$
(
0.40
)
$
(
0.63
)
$
(
0.95
)
Basic and diluted - discontinued operations
$
—
$
4.03
$
—
$
4.12
Basic and diluted - net income (loss)
$
(
0.15
)
$
3.62
$
(
0.63
)
$
3.17
Weighted average common shares outstanding:
Basic and diluted
23,849
23,660
23,736
23,496
The accompanying notes are an integral part of these condensed consolidated financial statements.
4
IDENTIV, INC.
CONDENSED CONSOLIDATED STATEME
NTS OF STOCKHOLDERS’ EQUITY
(Unaudited, in thousands)
Three Months Ended September 30, 2025
Series B
Convertible Preferred Stock
Common Stock
Additional
Paid-in
Treasury
Accumulated
Accumulated
Other
Comprehensive
Total
Stockholders'
Shares
Amount
Shares
Amount
Capital
Stock
Deficit
Income
Equity
Balances, July 1, 2025
5,000
$
5
23,658
$
26
$
511,185
$
(
16,844
)
$
(
350,881
)
$
2,924
$
146,415
Net loss
—
—
—
—
—
—
(
3,451
)
—
(
3,451
)
Unrealized gain from foreign
currency translation adjustments
—
—
—
—
—
—
—
37
37
Issuance of common stock in connection
with vesting of stock awards
—
—
85
—
—
—
—
—
—
Stock-based compensation
—
—
—
—
708
—
—
—
708
Shares withheld in payment of taxes in
connection with net share settlement of
restricted stock units
—
—
(
13
)
—
—
(
44
)
—
—
(
44
)
Balances, September 30, 2025
5,000
$
5
23,730
$
26
$
511,893
$
(
16,888
)
$
(
354,332
)
$
2,961
$
143,665
Nine Months Ended September 30, 2025
Series B
Convertible Preferred Stock
Common Stock
Additional
Paid-in
Treasury
Accumulated
Accumulated
Other
Comprehensive
Total
Stockholders'
Shares
Amount
Shares
Amount
Capital
Stock
Deficit
Income
Equity
Balances, January 1, 2025
5,000
$
5
23,431
$
26
$
509,482
$
(
16,490
)
$
(
340,050
)
$
1,096
$
154,069
Net loss
—
—
—
—
—
—
(
14,282
)
—
(
14,282
)
Unrealized gain from foreign
currency translation adjustments
—
—
—
—
—
—
—
1,865
1,865
Issuance of common stock in connection
with vesting of stock awards
—
—
418
—
—
—
—
—
—
Stock-based compensation
—
—
—
—
2,411
—
—
—
2,411
Shares withheld in payment of taxes in
connection with net share settlement of
restricted stock units
—
—
(
119
)
—
—
(
398
)
—
—
(
398
)
Balances, September 30, 2025
5,000
$
5
23,730
$
26
$
511,893
$
(
16,888
)
$
(
354,332
)
$
2,961
$
143,665
The accompanying notes are an integral part of these condensed consolidated financial statements.
5
Three Months Ended September 30, 2024
Series B
Convertible Preferred Stock
Common Stock
Additional
Paid-in
Treasury
Accumulated
Accumulated
Other
Comprehensive
Total
Stockholders'
Shares
Amount
Shares
Amount
Capital
Stock
Deficit
Income
Equity
Balances, July 1, 2024
5,000
$
5
23,448
$
25
$
503,246
$
(
13,510
)
$
(
425,644
)
$
935
$
65,057
Net income
—
—
—
—
—
—
85,949
—
85,949
Unrealized gain from foreign
currency translation adjustments
—
—
—
—
—
—
—
1,431
1,431
Issuance of common stock in connection
with vesting of stock awards
—
—
751
1
—
—
—
—
1
Stock-based compensation
—
—
—
—
5,360
—
—
—
5,360
Shares withheld in payment of taxes in
connection with net share settlement of
restricted stock units
—
—
(
326
)
—
—
(
1,058
)
—
—
(
1,058
)
Balances, September 30, 2024
5,000
$
5
23,873
$
26
$
508,606
$
(
14,568
)
$
(
339,695
)
$
2,366
$
156,740
Nine Months Ended September 30, 2024
Series B
Convertible Preferred Stock
Common Stock
Additional
Paid-in
Treasury
Accumulated
Accumulated
Other
Comprehensive
Total
Stockholders'
Shares
Amount
Shares
Amount
Capital
Stock
Deficit
Income
Equity
Balances, January 1, 2024
5,000
$
5
23,247
$
25
$
500,752
$
(
12,969
)
$
(
414,870
)
$
1,329
$
74,272
Net income
—
—
—
—
—
—
75,175
—
75,175
Unrealized loss from foreign
currency translation adjustments
—
—
—
—
—
—
—
1,037
1,037
Issuance of common stock in connection
with vesting of stock awards
—
—
1,039
1
—
—
—
—
1
Stock-based compensation
—
—
—
—
7,854
—
—
—
7,854
Shares withheld in payment of taxes in
connection with net share settlement of
restricted stock units
—
—
(
413
)
—
—
(
1,599
)
—
—
(
1,599
)
Balances, September 30, 2024
5,000
$
5
23,873
$
26
$
508,606
$
(
14,568
)
$
(
339,695
)
$
2,366
$
156,740
The accompanying notes are an integral part of these condensed consolidated financial statements.
6
IDENTIV, INC.
CONDENSED CONSOLIDATED S
TATEMENTS OF CASH FLOWS
(Unaudited, in thousands)
Nine Months Ended September 30,
2025
2024
Cash flows from operating activities:
Net income (loss)
$
(
14,282
)
$
75,175
Adjustments to reconcile net income (loss) to net cash used in
operating activities:
Depreciation and amortization
1,512
2,176
Gain on sale of discontinued operations, net of taxes
—
(
99,546
)
Amortization of operating lease right-of-use assets
391
1,173
Amortization of debt issuance costs
—
113
Stock-based compensation expense
2,411
7,854
Impairment of operating lease right-of-use assets
669
—
Loss on disposal of property and equipment
—
99
Changes in operating assets and liabilities:
Accounts receivable
(
173
)
5,500
Inventories
1,709
2,005
Prepaid expenses and other assets
(
174
)
(
2,130
)
Accounts payable
(
270
)
(
2,042
)
Deferred revenue
—
311
Accrued income taxes payable
53
(
220
)
Accrued expenses and other liabilities
(
965
)
1,212
Operating lease liabilities
(
610
)
(
1,190
)
Net cash used in operating activities
(
9,729
)
(
9,510
)
Cash flows from investing activities:
Capital expenditures
(
905
)
(
873
)
Proceeds from sale of discontinued operations, net of cash sold
—
143,394
Proceeds from investment
298
—
Net cash provided by (used in) investing activities
(
607
)
142,521
Cash flows from financing activities:
Borrowings under revolving loan facility, net of issuance costs
—
9,887
Repayments under revolving loan facility
—
(
20,000
)
Taxes paid related to net share settlement of restricted stock units
(
398
)
(
1,599
)
Net cash used in financing activities
(
398
)
(
11,712
)
Effect of exchange rates on cash, cash equivalents, and restricted cash
1,354
62
Net increase (decrease) in cash, cash equivalents, and restricted cash
(
9,380
)
121,361
Cash, cash equivalents, and restricted cash at beginning of period
135,946
24,384
Cash, cash equivalents, and restricted cash at end of period
$
126,566
$
145,745
Supplemental disclosures of cash flow information:
Interest paid
$
—
$
324
Taxes paid
$
190
$
1,747
Non-cash investing and financing activities:
Operating lease right-of-use assets obtained in exchange for operating lease liabilities
$
40
$
368
The accompanying notes are an integral part of these condensed consolidated financial statements.
7
IDENTIV, INC.
NOTES TO UNAUDITED CONDENSED CO
NSOLIDATED FINANCIAL STATEMENTS
September 30, 2025
Note 1. Basis of Presentation
The accompanying unaudited condensed consolidated financial statements include the accounts of Identiv, Inc. and its wholly owned subsidiaries (the “Company”). All intercompany balances and transactions have been eliminated in consolidation. Certain reclassifications have been made to the fiscal 2024 condensed consolidated financial statements to conform with the fiscal 2025 presentation. The reclassifications had no impact on net income (loss), total assets, total liabilities, or stockholders' equity.
The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments, consisting of normal recurring adjustments, considered necessary for a fair presentation of the Company’s unaudited condensed consolidated financial statements have been included. The results of operations for the three and nine months ended September 30, 2025 are not necessarily indicative of the results that may be expected for the year ending December 31, 2025 or any future period. The unaudited condensed consolidated balance sheet as of December 31, 2024 has been derived from audited consolidated financial statements at that date, but does not include all disclosures required by U.S. GAAP for complete financial statements. The information included in this Quarterly Report on Form 10-Q should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Risk Factors,” and the audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, as well as “Risk Factors” in the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2025.
On September 6, 2024, the Company completed the sale of its physical security, access card, and identity reader operations and assets, including all outstanding shares of Identiv Private Limited, its 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. Due to the sale of its Physical Security Business in 2024, the Company has classified the results of the Physical Security Business as discontinued operations on its condensed consolidated statements of comprehensive income (loss) for the 2024 periods presented. See Note 3,
Discontinued Operations
for additional disclosure related to discontinued operations. The discussion in the notes to these condensed consolidated financial statements, unless otherwise noted, relates solely to the Company's continuing operations.
Note
2. Significant Accounting Policies and Recent Accounting Pronouncements
Significant Accounting Policies
No material changes have been made to the Company's significant accounting policies disclosed in Note 2,
Summary of Significant Accounting Policies
, in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.
Recent Accounting Pronouncements
From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board ("FASB") or other standard setting bodies that the Company adopts as of the specified effective date. Unless otherwise discussed, the Company does not believe that the impact of recently issued standards that are not yet effective will have a material impact on its financial position or results of operations upon adoption.
In December 2023, the FASB released Accounting Standards Update ("ASU") 2023-09,
Income Taxes (Topic 740): Improvements to Income Tax Disclosures
, which amends income tax disclosure requirements to enhance the transparency and decision usefulness for users of the consolidated financial statements. The standard will be effective for the Company beginning with its annual financial statements for the fiscal year ending December 31, 2025. The Company is currently evaluating the impact of this standard, if any, on its financial statement disclosures.
In November 2024, the FASB issued ASU 2024-03,
Income Statement - Reporting Comprehensive Income (Topic 220): Disaggregation of Income Statement Expenses
(“ASU 2024-03”), which requires public entities to provide disaggregated disclosures of certain expense captions presented on the face of the income statement into specific categories within the notes to the consolidated financial statements. ASU 2024-03 is effective for the Company’s annual periods beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted. The ASU may be applied either on a prospective or retrospective basis. The Company is currently evaluating the impact of adoption of ASU 2024-03 on its financial statements and related disclosures.
8
In July 2024, the FASB issued ASU 2025-05,
Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets
, which amends ASC 326-20 to provide a practical expedient (for all entities) and an accounting policy election (for all entities, other than public business entities, that elect the practical expedient) related to the estimation of expected credit losses for current accounts receivable and current contract assets that arise from transactions accounted for under ASC 606. The standard is effective for annual reporting periods beginning after December 15, 2025, including interim periods, and allows for early adoption. The Company is currently evaluating the impact on its financial statements and related disclosures.
Note
3. Discontinued Operations
On September 6, 2024, the Company completed the sale of its Physical Security Business to Buyer, and Buyer assumed certain of the Company’s 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, by and between the Company and Buyer. As consideration for the Asset Sale, the Company received approximately $
143.9
million in cash.
In connection with the closing of the Asset Sale, the Company and Buyer entered into a transition services agreement (the “Transition Services Agreement”). The Transition Services Agreement outlines the information technology, people, and facility support the Company will provide to Buyer for a period of 12 months to 18 months after the transaction closing date. The agreed upon charges for such services are intended to allow the Company and Buyer, respectively, to recover all costs and expenses of providing such services. Fees earned and incurred under the Transition Services Agreement for the three and nine months ended September 30, 2025 were immaterial.
As the sale of the Company's Physical Security Business represented a significant strategic shift that has a material effect on the Company's operations and financial results, the Company has separately reported the results of its Physical Security Business as discontinued operations in the condensed consolidated statement of comprehensive income (loss) for the 2024 periods presented.
The following presents the financial results of discontinued operations (in thousands):
Three Months Ended
September 30, 2024
Nine Months Ended
September 30, 2024
Net revenue
$
9,045
$
42,473
Cost of revenue
5,210
22,825
Gross profit
3,835
19,648
Operating expenses:
Research and development
2,311
6,514
Selling and marketing
3,620
11,960
General and administrative
2,240
3,741
Restructuring and severance
—
145
Total operating expenses
8,171
22,360
Loss from operations
(
4,336
)
(
2,712
)
Non-operating income (expense):
Foreign currency gains (losses), net
20
(
25
)
Loss before income tax benefit
(
4,316
)
(
2,737
)
Income tax benefit
48
—
Loss from discontinued operations
$
(
4,268
)
$
(
2,737
)
The cash flows related to the discontinued operations have not been segregated and are included in the condensed consolidated statements of cash flows. The following presents the significant non-cash items and capital expenditures related to discontinued operations (in thousands):
Three Months Ended September 30, 2024
Nine Months Ended
September 30, 2024
Depreciation and amortization
$
226
$
892
Capital expenditures
192
322
Stock-based compensation
4,264
5,254
9
Note
4. Revenue
Revenue Recognition
Revenue is recognized upon transfer of control of promised products to customers in an amount that reflects the consideration the Company expects to receive in exchange for those products. For contracts with multiple performance obligations, the Company allocates the transaction price of the contract to each performance obligation, generally on a relative basis using its standalone selling price. The stated contract value is generally the transaction price to be allocated to the separate performance obligations. Revenue is recognized net of any taxes collected from customers that are subsequently remitted to governmental authorities.
Disaggregation of Revenue
The Company disaggregates revenue from contracts with customers based on the shipping location of the customer. The geographic regions that are tracked are the Americas, Europe and the Middle East, and Asia-Pacific regions. See Note 11,
Segment Reporting,
for net revenue based on the disaggregation criteria noted above. All revenues from continuing operations are recognized at a point-in-time following the transfer of control of the products to the customer, which typically occurs upon shipment or delivery depending on the terms of the underlying contract.
Note
5. Fair Value Measurements
The Company determines the fair values of its financial instruments based on a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The classification of a financial asset or liability within the hierarchy is based upon the lowest level input that is significant to the fair value measurement. Under Accounting Standards Codification ("ASC") ASC 820,
Fair Value Measurement and Disclosures
, the fair value hierarchy prioritizes the inputs into three levels that may be used to measure fair value:
•
Level 1 – Quoted prices (unadjusted) for identical assets and liabilities in active markets;
•
Level 2 – Inputs other than quoted prices in active markets for identical assets and liabilities that are observable either directly or indirectly; and
•
Level 3 – Unobservable inputs.
Assets and Liabilities Measured at Fair Value on a Recurring Basis
As of September 30, 2025
and December 31, 2024, the only assets measured and recognized at fair value on a recurring basis were cash equivalents, which consisted of amounts held in money market accounts of $
32.6
million and $
31.6
million, respectively, and treasury bills of $
79.9
million and $
83.0
million, respectively, with maturities less than 90 days (Level 1 fair value measurements). As of
September 30, 2025 and December 31, 2024
, there were
no
liabilities measured and recognized at fair value on a recurring basis.
Assets and Liabilities Measured at Fair Value on a Non-recurring Basis
Certain of the Company's assets are measured at fair value on a nonrecurring basis if impairment is indicated. As of September 30, 2025 and December 31, 2024
, the Company had $
200,000
and $
348,000
, respectively, of privately-held investments measured at fair value on a nonrecurring basis.
In the second quarter of 2025, the Company converted a $
150,000
convertible promissory note into equity
. In the third quarter of 2025, the Company received proceeds of $
298,000
representing its remaining ownership in the privately-held investment. The privately-held investments were classified as Level 3 due to the absence of quoted market prices and inherent lack of liquidity. The Company reviews its investments to identify and evaluate investments that have an indication of possible impairment. The Company adjusts the carrying value for its privately-held investments for any impairment if the fair value is less than the carrying value of the respective assets on an other-than-temporary basis. The amount of privately-held investments is included in other assets in the accompanying condensed consolidated balance sheets.
As of September 30, 2025 and December 31, 2024
, there were
no
liabilities that are measured and recognized at fair value on a non-recurring basis.
Assets and Liabilities Not Measured at Fair Value
10
The carrying amounts of the Company's accounts receivable, prepaid expenses and other current assets, accounts payable, and other accrued liabilities approximate fair value due to their short maturities.
Note 6. Balance Sheet Components
The Company’s inventories are stated at the lower of cost or net realizable value. Inventories consist of (in thousands):
September 30,
2025
December 31,
2024
Raw materials
$
3,231
$
3,893
Work-in-progress
54
—
Finished goods
2,624
3,582
Total
$
5,909
$
7,475
Property and equipment, net consists of (in thousands):
September 30,
2025
December 31,
2024
Building and leasehold improvements
$
1,777
$
1,315
Furniture, fixtures and office equipment
268
221
Plant and machinery
10,612
17,967
Purchased software
792
724
Total
13,449
20,227
Accumulated depreciation
(
6,080
)
(
12,533
)
Property and equipment, net
$
7,369
$
7,694
The Company recorded depreciation expense of $
532,000
and $
426,000
during the
three months ended September 30, 2025 and 2024
, respectively, and $
1,512,000
and $
1,284,000
during the nine months ended September 30, 2025 and 2024, respectively. Depreciation expense included in discontinued operations was $
66,000
and $
252,000
for the three and nine months ended September 30, 2024, respectively.
Other accrued expenses and liabilities consist of (in thousands):
September 30,
2025
December 31,
2024
Accrued professional fees
$
390
$
526
Accrued warranties
295
214
Amounts payable under the Transition Services Agreement
118
354
Amounts payable related to purchase price adjustment
—
474
Other accrued expenses
600
759
Total
$
1,403
$
2,327
Note
7. Income Taxes
The Company conducts business globally and, as a result, files federal, state and foreign tax returns. The Company strives to resolve open matters with each tax authority at the examination level and could reach agreements with a tax authority at any time. While the Company has accrued for amounts it believes are the probable outcomes, the final outcome with a tax authority may result in a tax liability that is more or less than that reflected in the condensed consolidated financial statements. Furthermore, the Company may later decide to challenge any assessments, if made, and may exercise its right to appeal.
The Company applies the provisions of, and accounted for uncertain tax positions, in accordance with ASC 740,
Income Taxes
(“ASC 740”), which clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements. It prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. ASC 740 also provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition.
The Company generally is no longer subject to tax examinations for years prior to 2020. However, if loss carryforwards of tax years prior to 2017 are utilized in the U.S., these tax years may become subject to investigation by the tax authorities. While timing of
11
the resolution and/or finalization of tax audits is uncertain, the Company does not believe that its unrecognized tax benefits would materially change in the next 12 months.
On July 4, 2025, President Trump signed H.R. 1, the “One Big Beautiful Bill Act,” into law. In accordance with U.S. GAAP, the Company accounted for the tax effects of changes in tax law in the period of enactment, which was the third quarter of calendar year 2025. The tax impacts of the enactment did not have a material impact on the Company's financial statements.
Note 8. Stockholders’ Equity
Series B Convertible Preferred Stock and Dividend Accretion
The following table summarizes Series B convertible preferred stock and the accretion of dividend activity for the
three and nine months ended September 30, 2025 and 2024 (in thousands):
Three Months Ended September 30,
Nine Months Ended September 30,
2025
2024
2025
2024
Series B Convertible Preferred Stock:
Balance at beginning of period
$
27,882
$
27,070
$
27,472
$
26,589
Cumulative dividends on Series B convertible preferred stock
207
201
617
682
Balance at end of period
$
28,089
$
27,271
$
28,089
$
27,271
Number of Common Shares Issuable Upon Conversion:
Number of shares at beginning of period
6,971
6,767
6,868
6,647
Cumulative dividends on Series B convertible preferred stock
51
50
154
170
Number of shares at end of period
7,022
6,817
7,022
6,817
Based on the current conversion price, the outstanding shares, including the accretion of dividends, of Series B convertible preferred stock as of September 30, 2025
would be convertible into
7,022,269
shares of the Company’s common stock. However, the conversion rate will be subject to adjustment in certain instances, such as if the Company issues shares of its common stock at a price less than
$
4.00
per common share, subject to a minimum conversion price of
$
3.27
per share. As of September 30, 2025, none of the contingent conditions to adjust the conversion rate had been met.
Each share of Series B convertible preferred stock is entitled to a cumulative annual dividend of
5
% for the first six years following the issuance of such share and
3
% for each year thereafter, with the Company retaining the option to settle each year’s dividend after the 10th year in cash. The dividends accrue and are payable in kind upon such time as the shares convert into the Company’s common stock
. In general, the shares are not entitled to vote except in certain limited cases, including in change of control transactions where the expected price per share distributable to the Company’s stockholders is expected to be less than $
4.00
per share. The Certificate of Designation with respect to the Series B convertible preferred stock further provides that in the event of, among other things, any change of control, liquidation or dissolution of the Company, the holders of the Series B convertible preferred stock will be entitled to receive, on a pari passu basis with the holders of the common stock, the same amount and form of consideration that the holders of the Company’s common stock receive (on an as-if-converted-to-common-stock basis and without regard to the Beneficial Ownership Limitation (as defined in the Certificate of Designation) applicable to the Series B convertible preferred stock).
Stock Repurchases
On November 7, 2024, the Company announced that its board of directors authorized a stock repurchase program (the “Stock Repurchase Program”), pursuant to which the Company may purchase up to $
10,000,000
of its common stock. Under the Stock Repurchase Program, effective November 15, 2024, the Company may repurchase shares of common stock on a discretionary basis from time to time through open market repurchases, privately negotiated transactions, or other means. The timing and amount of shares repurchased depends on a number of factors, including stock price, trading volume, general market and business conditions, liquidity and capital needs, and other factors. The Stock Repurchase Program does not obligate the Company to repurchase any specific dollar amount or acquire any specific number of shares of common stock. The Stock Repurchase Program has no expiration date and may be suspended or discontinued at any time without notice.
As of September 30, 2025, the Company repurchased a
total of
463,779
shares of common stock under the Stock Repurchase Program for total consideration of approximately $
1.9
million. D
uring the nine months ended September 30, 2025, there were
no
repurchases of shares of common stock under the Stock Repurchase Program.
12
During the nine months ended September 30, 2025, the Company repurchased
118,726
shares of our common stock surrendered to the Company to satisfy tax withholding obligations in connection with the vesting of restricted stock units ("RSUs") issued to employees.
Common Stock Reserved for Future Issuance
Common stock reserved for future issuance as of September 30, 2025 was as follows:
Number of Shares
Exercise of outstanding stock options, vesting of RSUs, vesting of performance stock units ("PSUs") and issuance of RSUs vested but not released
1,321,953
Employee Stock Purchase Plan
293,888
Shares of common stock available for grant under the 2011 Incentive Compensation Plan
909,877
Shares of common stock issuable upon conversion of Series B convertible preferred stock
7,541,449
Total
10,067,167
Note 9. Stock-Based Compensation
Stock Options
A summary of stock option activity for the
nine months ended September 30, 2025 is as follows:
Number
Outstanding
Weighted Average Exercise
Price per Share
Weighted Average
Remaining
Contractual Term
(Years)
Aggregate
Intrinsic
Value
Balance as of January 1, 2025
444,460
$
4.36
1.43
$
—
Granted
—
—
—
—
Cancelled or Expired
(
444,460
)
4.36
—
—
Exercised
—
—
—
—
Balance as of September 30, 2025
—
$
—
—
$
—
Vested or expected to vest as of September 30, 2025
—
$
—
—
$
—
Exercisable as of September 30, 2025
—
$
—
—
$
—
The aggregate intrinsic value in the table above represents the difference between the fair value of the Company’s common stock as of September 30, 2025 and the exercise price of in-the-money stock options multiplied by the number of such stock options. As of September 30, 2025
, there was
no
unrecognized stock-based compensation expense related to stock options.
Restricted Stock Units
The following is a summary of RSU activity for the
nine months ended September 30, 2025:
Number
Outstanding
Weighted Average
Fair Value
Unvested as of January 1, 2025
806,985
$
6.31
Granted
561,304
3.51
Vested
(
349,298
)
6.06
Forfeited
(
142,911
)
8.31
Unvested as of September 30, 2025
876,080
$
4.29
RSUs vested but not released
145,873
$
5.19
The fair value of the Company’s RSUs is calculated based upon the fair market value of the Company’s common stock at the date of grant. As of September 30, 2025
, there was $
3.0
million of unrecognized compensation expense related to unvested RSUs granted, which is expected to be recognized over a weighted average period of
1.83
years.
No
tax benefit was realized from RSUs for the
nine months ended September 30, 2025.
13
Performance Stock Units
The Company grants to certain key employees PSUs that are subject to the attainment of performance goals established by the Company’s Compensation Committee, the periods during which performance is to be measured, and other limitations and conditions. Performance goals are based on pre-established objectives that specify the manner of determining the number of PSUs that will vest if performance goals are attained. If an employee terminates employment, the non-vested portion of the PSUs will not vest and all rights to the non-vested portion terminate.
The following is a summary of PSU activity for the
nine months ended September 30, 2025:
Number
Outstanding
Weighted Average
Fair Value
Unvested as of January 1, 2025
417,500
$
4.07
Granted
20,000
3.51
Vested
(
105,000
)
4.07
Forfeited
(
32,500
)
4.07
Unvested as of September 30, 2025
300,000
$
4.03
As of September 30, 2025, there was $
608,000
of unrecognized compensation expense related to unvested PSUs, which is expected to be recognized over a period of
0.25
years.
No
tax benefit was realized from PSUs for the three and nine months ended September 30, 2025.
Stock-Based Compensation Expense
The following table summarizes stock-based compensation expense related to stock options, RSUs and PSUs included in the condensed consolidated statements of comprehensive income (loss) for the
three and nine months ended September 30, 2025 and 2024 (in thousands):
During the nine months ended September 30, 2025 and 2024, the Company repurchased
118,726
and
412,121
shares, respectively, of common stock surrendered to the Company to satisfy tax withholding obligations in connection with the vesting of RSUs issued to employees.
14
Note 10. Net Income (Loss) per Common Share
Basic net income (loss) per common share is computed by dividing net loss available to common stockholders during the period by the weighted average number of common shares outstanding during that period. Diluted net income per common share is impacted by equity instruments considered to be potential common shares, if dilutive, computed using the treasury stock or the if-converted method of accounting. Dilutive potential common share equivalents are excluded from the computation of net income (loss) per share in loss periods, as their effect would be anti-dilutive.
Three Months Ended September 30,
Nine Months Ended September 30,
2025
2024
2025
2024
Net loss from continuing operations
$
(
3,451
)
$
(
9,329
)
$
(
14,282
)
$
(
21,634
)
Net income from discontinued operations, net of tax
—
95,278
—
96,809
Net income (loss)
(
3,451
)
85,949
(
14,282
)
75,175
Less: accretion of Series B convertible preferred stock dividends
(
207
)
(
201
)
(
617
)
(
682
)
Net income (loss) available to common stockholders
$
(
3,658
)
$
85,748
$
(
14,899
)
$
74,493
Weighted average common shares outstanding - basic
23,849
23,660
23,736
23,496
Effect of dilutive potential common shares
—
—
—
—
Weighted average common shares outstanding - diluted
23,849
23,660
23,736
23,496
Basic and diluted net income (loss) per common share:
Continuing operations
$
(
0.15
)
$
(
0.40
)
$
(
0.63
)
$
(
0.95
)
Discontinued operations, net of tax
$
—
$
4.03
$
—
$
4.12
Net income (loss) per common share
$
(
0.15
)
$
3.62
$
(
0.63
)
$
3.17
The following common stock equivalents have been excluded from diluted net income (loss) per share for the
three and nine months ended September 30, 2025 and 2024 because their inclusion would have been anti-dilutive (in thousands):
Three Months Ended September 30,
Nine Months Ended September 30,
2025
2024
2025
2024
Shares of common stock subject to outstanding RSUs
876
964
876
964
Shares of common stock subject to outstanding PSUs
300
478
300
478
Shares of common stock subject to outstanding stock options
—
444
—
444
Shares of common stock issuable upon conversion of Series B
convertible preferred stock
7,022
6,817
7,022
6,817
Total
8,198
8,703
8,198
8,703
Note 11. Segment Reporting
Segment Reporting
Historically, the Company organized its operations into
two
reportable business segments: Identity and Premises. The Identity segment included products and solutions that enabled secure access to information serving the logical access and cyber-security market, and protected connected objects and information using radio-frequency identification ("RFID") embedded security. The Premises segment included the Company's solutions to address the premises security market for government and enterprise, including access control, video surveillance, analytics, audio, access readers and identities.
As disclosed in Note 1,
Basis of Presentation
and Note 3,
Discontinued Operations
, in the third quarter of 2024, the Company completed the sale of its Physical Security Business, which historically represented the Company's Premises segment, as well as its access card and identity reader operations, which were historically part of its Identity segment. As a result, the Company has
one
reportable segment: the Internet of Things ("IoT") Business segment.
15
The chief operating decision maker ("CODM") assesses performance for the segment and decides how to allocate resources based on consolidated loss from continuing operations that also is reported on the condensed consolidated statements of comprehensive loss. The measure of segment assets is reported on the condensed consolidated balance sheets as total consolidated assets. Loss from continuing operations is used to monitor budget versus actual results. Monitoring of budgeted versus actual results are used in assessing performance of the segment and in establishing management’s compensation.
The Company derives revenue primarily in the Americas, Europe and the Middle East, and Asia-Pacific regions and manages the business activities on a consolidated basis. The Company’s CODM is the
chief executive officer
.
Significant Segment Expenses
As the Company's CODM manages operations on a consolidated basis, consolidated net income (loss) from continuing operations as reported in the Company's condensed consolidated statements of comprehensive income (loss) is the U.S. GAAP measure that is used to make operating decisions and evaluate operating performance. The significant expense categories which are used to manage operations are those reflected in the Company's condensed consolidated statements of comprehensive income (loss).
Geographic Information
Geographic net revenue is based on the customer’s ship-to location. Information regarding net revenue by geographic region for the
three and nine months ended September 30, 2025 and 2024 is as follows (in thousands):
Three Months Ended September 30,
Nine Months Ended September 30,
2025
2024
2025
2024
Americas
$
2,571
$
2,751
$
6,642
$
9,095
Europe and the Middle East
1,236
1,641
4,987
6,247
Asia-Pacific
1,202
2,140
3,689
4,589
Total
$
5,009
$
6,532
$
15,318
$
19,931
As percentage of net revenue:
Americas
51
%
42
%
43
%
46
%
Europe and the Middle East
25
%
25
%
33
%
31
%
Asia-Pacific
24
%
33
%
24
%
23
%
Total
100
%
100
%
100
%
100
%
Concentration of Credit Risk
One
customer accounted for 12% and 14% of net revenue for the three and nine months ended
September 30, 2025
, respectively.
One
customer accounted for 16% and 11% of net revenue for the three and nine months ended September 30, 2024, respectively.
One
customer accounted for 13% of net accounts receivable as of
September 30, 2025
.
Two
customers accounted for 16% and 11% of net accounts receivable as of
December 31, 2024
.
Long-lived assets by geographic location as of
September 30, 2025 and December 31, 2024 are as follows (in thousands):
September 30,
2025
December 31,
2024
Property and equipment, net:
Americas
$
186
$
68
Europe and the Middle East
605
475
Asia-Pacific
6,578
7,151
Total property and equipment, net
$
7,369
$
7,694
Operating lease right-of-use assets:
Americas
$
—
$
—
Europe and the Middle East
296
335
Asia-Pacific
683
1,665
Total operating lease right-of-use assets
$
979
$
2,000
16
Note 12. Restructuring and Severance
During the three and nine months ended September 30, 2025
, restructuring expenses consist of severance costs of $
79,000
and $
413,000
, respectively, and impairments of an operating lease right-of-use assets of $
323,000
and $
669,000
, respectively, primarily associated with shutdown related activities and vacated production space at the Company's Singapore manufacturing facility.
Note 13. Leases
The Company’s leases consist primarily of operating leases for administrative office space, research and development facilities, manufacturing facilities, and sales offices in various countries around the world. The Company determines if an arrangement is a lease at inception. Some lease agreements contain lease and non-lease components, which are accounted for as a single lease component. Total rent expense was $
0.1
million and $
0.6
million for the
three and nine months ended September 30, 2025
, respectively, and $
0.2
million and $
0.7
million for the
three and nine months ended September 30, 2024, respectively.
Initial lease terms are determined at commencement and may include options to
extend
or terminate the lease when it is reasonably certain the Company will exercise the option. Remaining lease terms range from
one
to
three years
, some of which include options to extend for up to
five years
. Leases with an initial term of 12 months or less are not recorded on the condensed consolidated balance sheets. As the Company’s leases do not provide an implicit rate, the present value of future lease payments is determined using the Company’s incremental borrowing rate based on information available at the lease commencement date.
The table below reconciles the undiscounted cash flows for the remaining years to the operating lease liabilities recorded on the condensed consolidated balance sheet as of
September 30, 2025 (in thousands):
September 30,
2025
2025 (remaining three months)
$
261
2026
841
2027
403
2028
58
Total minimum lease payments
1,563
Less: amount of lease payments representing interest
(
106
)
Present value of future minimum lease payments
1,457
Less: current liabilities under operating leases
(
870
)
Long-term operating lease liabilities
$
587
As of September 30, 2025
, the weighted average remaining lease term for the Company’s operating leases was
1.8
years, and the weighted average discount rate used to determine the present value of the Company’s operating leases was
7.7
%.
In the three and nine months ended September 30, 2025, the Company recorded impairment charges of $
323,000
and $
669,000
, respectively, related to operating lease right-of-use assets associated with vacated production space at its Singapore manufacturing facilit
y.
Cash paid for amounts included in the measurement of operating lease liabilities was $
261,000
and $
782,000
for the
three and nine months ended September 30, 2025
, respectively, and $
263,000
and $
741,000
for the
three and nine months ended September 30, 2024
, respectively.
17
Note 14. Commitments and Contingencies
The following table summarizes the Company’s principal contractual commitments, excluding operating leases, as of
September 30, 2025 (in thousands):
Purchase
Commitments
Other
Contractual
Commitments
Total
2025 (remaining three months)
$
748
$
740
$
1,488
2026
—
23
23
Total
$
748
$
763
$
1,511
Purchase commitments for inventories are highly dependent upon forecasts of customer demand. Due to the uncertainty in demand from its customers, the Company may have to change, reschedule, or cancel purchases or purchase orders from its suppliers. These changes may lead to vendor cancellation charges on these purchases or contractual commitments.
The following table summarizes the Company’s warranty accrual account activity during the
three and nine months ended September 30, 2025 and 2024 (in thousands):
Three Months Ended September 30,
Nine Months Ended September 30,
2025
2024
2025
2024
Balance at beginning of period
$
324
$
128
$
214
$
217
Charged (credited) to cost of revenue
(
25
)
(
12
)
98
(
102
)
Recovery (cost) of warranty claims
(
4
)
(
16
)
(
17
)
(
15
)
Balance at end of period
$
295
$
100
$
295
$
100
The Company provides warranties on certain product sales for periods ranging from
12
to
36
months, and allowances for estimated warranty costs are recorded during the period of sale. The determination of such allowances requires the Company to make estimates of product return rates and expected costs to repair or to replace the products under warranty. The Company currently establishes warranty reserves based on historical warranty costs for each product line combined with liability estimates based on the prior 12 months’ sales activities. If actual return rates and/or repair and replacement costs differ significantly from the Company’s estimates, adjustments to recognize additional cost of sales may be required in future periods. Historically, the warranty accrual and the expense amounts have been immaterial.
18
IT
EM 2.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
This Item 2, Management’s Discussion and Analysis of Financial Condition and Results of Operations, and other parts of this Quarterly Report on Form 10-Q (“Quarterly Report”) contain forward-looking statements, within the meaning of the safe harbor provisions under Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, that involve risks and uncertainties. Forward-looking statements reflect current expectations of future events based on certain assumptions and include any statement that does not directly relate to any historical or current fact. Forward-looking statements can also be identified by words such as “will,” “believe,” “could,” “should,” “would,” “may,” “anticipate,” “intend,” “plan,” “estimate,” “expect,” “project” or the negative of these terms or other similar expressions. Forward-looking statements are not guarantees of future performance and our actual results may differ significantly from the results discussed in the forward-looking statements. Factors that might cause such differences include, but are not limited to, those discussed in Part II, Item 1A of our Quarterly Report on Form 10-Q for the quarter ended June 30, 2025 and Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2024 under the heading “Risk Factors”. The following discussion should be read in conjunction with the audited consolidated financial statements and notes thereto included in Part II, Item 8 of our Annual Report on Form 10-K for the year ended December 31, 2024. We assume no obligation to revise or update any forward-looking statements for any reason, except as required by law.
Each of the terms the “Company,” “Identiv,” “we,” “us” and “our” as used herein refers collectively to Identiv, Inc. and its wholly-owned subsidiaries, unless otherwise stated.
Overview
Historically, we organized our operations into two reportable business segments: Identity and Premises. Our Identity segment included products and solutions that enabled secure access to information serving the logical access and cyber-security market, and protected connected objects and information using radio-frequency identification ("RFID") embedded security. Our Premises segment included the Company's solutions to address the premises security market for government and enterprise, including access control, video surveillance, analytics, audio, access readers and identities.
On September 6, 2024, we completed the sale of our Physical Security Business (as defined below), which historically represented our Premises segment, as well as our access card and identity reader operations, which were historically part of our Identity segment. As a result, we currently have one reportable segment: the
IoT Business
segment.
The IoT Business segment develops, manufactures, and supplies specialty Internet of Things ("IoT") solutions tailored for the healthcare industry and other high-value end markets. Our strategy is focused on developing highly engineered and specialized IoT inlays, tags, and labels for applications that provide significant value to our global customers. These 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, 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. We sell our products across multiple industries, focusing on pharmaceutical and medical devices, consumer electronics, mobile devices, wine and spirits, luxury goods, libraries, and logistics.
Closing of Asset Sale
On September 6, 2024, we completed 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, and Buyer assumed certain of our 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, by and between the Company and Buyer. As consideration for the Asset Sale, we received approximately $143.9 million in cash. In connection with the closing of the Asset Sale, we entered into a transition services agreement (the “Transition Services Agreement”) with Buyer, which outlines the information technology, people, and facility support we will provide to Buyer for a period of 12 months to 18 months after the transaction closing date.
Following the completion of the Asset Sale, we continue to be a public company operating under the name Identiv, Inc. and continue to own the assets and liabilities of our business that were not sold to Buyer, which we refer to herein as the “IoT Business”. The discussion in this Item 2,
Management’s Discussion and Analysis of Financial Condition and Results of Operations,
unless otherwise noted, relates solely to our continuing operations.
19
Factors Affecting Our Performance
Market Adoption
Our financial performance depends on the pace, scope and depth of end-user adoption of our RFID products in multiple industries. That pace, scope and depth has resulted in large fluctuations in our operating results. For example, we have experienced lower unit sales of BLE transponder products to one of our customers undergoing a technology transition. We do not expect to resume shipments to this customer while they continue their technology transition. As a result, we have experienced a corresponding decrease in utilization in our production facilities in Southeast Asia.
We believe significant improvement in chip capabilities at lower costs has accelerated the opportunities for product engineers to integrate RFID into their products to create new and more engaging customer experiences, reduce counterfeiting, and ensure proper product use and adherence. Though we believe the number of opportunities for RFID-based solutions has increased, the evaluation period and customer adoption originally expected for certain applications have taken longer than we anticipated.
We believe the underlying, long-term trend is continued RFID adoption across multiple verticals, but regulated industries like healthcare take longer to optimize the technology and fully understand the benefits. We also believe that expanding use cases foster adoption across verticals and into other markets.
If RFID market adoption, and adoption of our products specifically, does not meet our expectations then our growth prospects and operating results will be adversely affected. If we are unable to meet end-user or customer volume or performance expectations, then our business prospects may be adversely affected. In contrast, if our RFID sales exceed expectations, then our revenue and profitability may be positively affected.
Given the uncertainties of the specific timing of our new customer deployments, we cannot assure you that we will have appropriate inventory and capacity levels or that we will not experience inventory shortfalls or overages in the future or acquire inventory at costs to maintain gross margins. We attempt to mitigate those risks by being deeply embedded in our customers’ design cycles, working with our chip partners on long lead time components, managing our limited capital equipment needs within a short cycle and future proofing our facilities to accommodate several scenarios for growth potential.
If end users with sizable projects change or delay them, we may experience significant fluctuation in revenue on a quarterly or annual basis, and we anticipate that uncertainty to continue to characterize our business for the foreseeable future.
RFID Device Production Transition
At the end of the second quarter of 2025, we completed the production of our RFID devices in our manufacturing facility in Singapore. Our customers have been requalified in our manufacturing facility in Thailand. As a result, we are maintaining and producing products from one location.
Focus on High-Margin Opportunities
To strengthen and grow our core channel business, we are prioritizing higher margin opportunities with existing customers and channel partners. Higher margin opportunities often involve complex devices as compared to standard specification products, and require a certain amount of customization for the customer. Increasing technological complexity often necessitates more development resources and longer evaluation periods to ensure the product meets customer needs. In choosing to prioritize higher margin opportunities, we have, and may continue to, decide not to support low-margin projects that may generate revenue. This could result in a negative impact on our operating results.
Competitive Landscape
We have seen a large increase in global production capacity at several of our RFID competitors. This has resulted in competitive pricing pressure, and, in response, we continue to exit some of our lowest margin business. This has had, and we expect will continue to have, a negative impact on our operating results.
Impacts of Macroeconomic Conditions and Other Factors on our Business
We conduct operations internationally with sales in the Americas, Europe and the Middle East, and Asia-Pacific regions. Our manufacturing operations and third-party contract manufacturers are in Southeast Asia. We purchase certain products and key components from a limited number of sources that depend on the supply chain, including freight, to receive components, transport finished goods and deliver our products across the world. In view of the rapidly changing business environment, we have experienced
20
delays and reductions in customer orders, shifting supply chain availability, component shortages, and other production-related challenges. We continue to monitor the global supply chain and its effect on our financial position, results of operations, and cash flows.
We have also recently been, and expect to continue to be, impacted by other adverse macroeconomic conditions, including but not limited to, inflation, foreign currency fluctuations, tariffs, global trade disruption, and the slowdown of economic activity around the globe. These conditions may also impact our customers, suppliers, contract manufacturers, logistics providers, and distributors, causing increases in cost of materials and higher shipping and transportation rates, which then impacts the pricing of our products. Price increases may not successfully offset cost increases or may cause us to lose market share and, in turn, may adversely impact our financial position, results of operations, and cash flows.
Effects of Asset Sale
Our business has and will continue to be affected by the Asset Sale. The Asset Sale included assets and operations that had historically represented the majority of our revenues, representing approximately 63% of our 2023 revenue, as well as a substantial portion of our assets, representing approximately 47% of our assets as of December 31, 2023. The gross margin profile of our continuing business has and will continue to be significantly lower than our historical total gross margins across a lower revenue base. As a result, we expect our loss from continuing operations to continue until we substantially increase our revenue to achieve scale.
For additional information regarding the risks related to our continuing business, see “Risks Related to Our Business, Products, and Industry” under “Risk Factors” in Part II, Item 1A in our Annual Report on Form 10-K for the year ended December 31, 2024.
Results of Operations
Our results of operations for the three and nine months ended September 30, 2025 and 2024 are as follows (in thousands, except percentages).
Three Months Ended September 30,
Nine Months Ended September 30,
2025
2024
%
Change
2025
2024
%
Change
Net revenue
$5,009
$6,532
(23%)
$15,318
$19,931
(23%)
Gross profit
534
238
124%
192
1,335
(86%)
Gross profit margin
11%
4%
1%
7%
Operating expenses:
Research and development
828
1,102
(25%)
2,505
2,965
(16%)
Selling and marketing
1,369
1,657
(17%)
4,322
4,654
(7%)
General and administrative
3,517
7,032
(50%)
9,720
15,052
(35%)
Restructuring and severance
402
—
100%
1,082
—
100%
Total operating expenses
6,116
9,791
(38%)
17,629
22,671
(22%)
Loss from continuing operations
(5,582)
(9,553)
(17,437)
(21,336)
Non-operating income (expense):
Interest income, net
1,309
244
436%
3,841
8
N.M.
Foreign currency gains (losses), net
(25)
340
(107%)
(1,425)
55
N.M.
Loss from continuing operations before income tax benefit (provision)
(4,298)
(8,969)
(15,021)
(21,273)
Income tax benefit (provision)
847
(360)
335%
739
(361)
305%
Net loss from continuing operations
(3,451)
(9,329)
(14,282)
(21,634)
Income from discontinued operations, net of tax
—
95,278
(100%)
—
96,809
(100%)
Net income (loss)
$(3,451)
$85,949
$(14,282)
$75,175
N.M. - Not meaningful
21
Geographic net revenue based on each customer’s ship-to location is as follows (in thousands):
Three Months Ended September 30,
Nine Months Ended September 30,
2025
2024
%
Change
2025
2024
%
Change
Americas
$2,571
$2,751
(7%)
$6,642
$9,095
(27%)
Europe and the Middle East
1,236
1,641
(25%)
4,987
6,247
(20%)
Asia-Pacific
1,202
2,140
(44%)
3,689
4,589
(20%)
Total
$5,009
$6,532
$15,318
$19,931
Percentage of net revenue:
Americas
51%
42%
43%
46%
Europe and the Middle East
25%
25%
33%
31%
Asia-Pacific
24%
33%
24%
23%
Total
100%
100%
100%
100%
22
Net Revenue
Net revenue for the three and nine months ended September 30, 2025 was $5.0 million and $15.3 million, respectively, and decreased by $1.5 million and $4.6 million, respectively, compared with net revenue of $6.5 million and $19.9 million in the comparable periods of 2024. Net revenue in the Americas for three and nine months ended September 30, 2025 decreased 7% and 27%, respectively, compared with the comparable periods of 2024. Net revenue in Europe, the Middle East, and the Asia-Pacific for three and nine months ended September 30, 2025 was $2.4 million and $8.7 million, respectively, and decreased 36% and 20%, respectively, compared with $3.8 million and $10.8 million, respectively, in the comparable periods of 2024. The decrease was primarily due to lower unit sales of RFID transponder products as we exit low margin business opportunities, as well as reduced sales to our largest customer, who is working through safety stock they built up in 2024 in anticipation of the transition of production to our Thailand facility.
Gross Profit and Gross Margin
Gross profit for the three and nine months ended September 30, 2025 was $534,000 and $192,000, respectively, compared with $238,000 and $1.3 million, respectively, in the comparable periods of 2024. Gross profit represents net revenue less direct cost of product sales, manufacturing overhead, other costs directly related to preparing the product for sale including freight, scrap, and inventory adjustments, where applicable.
Gross profit margin for the three months ended September 30, 2025 increased to 11% compared with 4% in the comparable period of 2024. The increase was
primarily attributable to sales of fully reserved inventory of $222,000, reduction in fixed manufacturing overhead at our discontinued Singapore operation, and improved utilization of our manufacturing production facility in Thailand. Gross profit margin for the nine months ended September 30, 2025 decreased to 1% compared with 7% in the comparable period of 2024. The decrease was attributable to incremental costs related to the transition of production to our Thailand facility and the dual manufacturing sites required during the transition in first half of 2025, combined with underutilization of our manufacturing production facilities due to lower sales. In addition, we recorded a charge to cost of revenue of approximately $639,000 in the second quarter of 2025 related to the write-down of obsolete inventory at our Singapore production facility.
We expect there will be variation in our gross profit from period to period, as our gross profit has been and will continue to be affected primarily by varying mix among our products. Within each product category, gross margins have tended to be consistent, but over time may be affected by a variety of factors, including, without limitation, competition, product pricing, the volume of sales in any given quarter, manufacturing volumes, product configuration and mix, the availability of new products, product enhancements, risk of inventory write-downs and the cost and availability of components. At the end of the second quarter of 2025, we completed production of RFID transponder devices in our manufacturing facility in Singapore. We have requalified our customers in our Thailand production facility. Furthermore, at the end of the fourth quarter of 2025, we expect to complete all shutdown activities associated with our Singapore facility. As a result of the reduction of fixed costs throughout the quarter from our Singapore facility, we expect gross product margins to continue to increase in the fourth quarter of 2025.
Operating Expenses
Information about our operating expenses for the three and nine months ended September 30, 2025 and 2024 is set forth below (dollars in thousands).
Research and Development
Three Months Ended September 30,
Nine Months Ended September 30,
2025
2024
%
Change
2025
2024
%
Change
Research and development
$
828
$
1,102
(25
%)
$
2,505
$
2,965
(16
%)
as a % of net revenue
17
%
17
%
16
%
15
%
Research and development expenses consist primarily of employee compensation and fees for the development of RFID and BLE inlays, labels, and tags. The majority of our research and development activities focused on the customization of existing products and the development of new offerings for emerging market opportunities.
Research and development expenses for the three and nine months ended September 30, 2025 decreased in dollars compared to the comparable prior year periods of 2024 primarily due to lower payroll related costs, as certain research and development activities transitioned to Thailand from our Singapore facility.
Selling and Marketing
Three Months Ended September 30,
Nine Months Ended September 30,
2025
2024
%
Change
2025
2024
%
Change
Selling and marketing
$
1,369
$
1,657
(17
%)
$
4,322
$
4,654
(7
%)
as a % of net revenue
27
%
25
%
28
%
23
%
23
Selling and marketing expenses consist primarily of employee compensation as well as customer lead generation activities, tradeshow participation, advertising and other marketing and selling costs.
Selling and marketing expenses for the three and nine months ended September 30, 2025 decreased in dollars compared to the comparable periods in 2024 primarily due to lower stock-based compensation expense, lower advertising, trade show and travel related costs.
General and Administrative
Three Months Ended September 30,
Nine Months Ended September 30,
2025
2024
%
Change
2025
2024
%
Change
General and administrative
$
3,517
$
7,032
(50
%)
$
9,720
$
15,052
(35
%)
as a % of net revenue
70
%
108
%
63
%
76
%
General and administrative expenses consist primarily of compensation expenses for employees performing administrative functions, and professional fees incurred for legal, auditing and other consulting services.
General and administrative expenses for the three and nine months ended September 30, 2025 decreased compared to the comparable periods in 2024 primarily due to strategic review-related costs incurred in 2024 of $3.6 million and $6.1 million, respectively, related to our Asset Sale in 2024 that did not recur in 2025.
Restructuring and Severance
Three Months Ended September 30,
Nine Months Ended September 30,
2025
2024
%
Change
2025
2024
%
Change
Restructuring and severance
$
402
$
—
100
%
$
1,082
$
—
100
%
Restructuring expenses for the three and nine months ended September 30, 2025 consist of severance costs of $79,000 and $413,000, respectively, and impairments of operating lease right-of-use assets of $323,000 and $669,000, respectively, primarily associated with shutdown related activities and vacated production space at the Company's Singapore manufacturing facility.
Non-operating Income (Expense)
Information about our non-operating income (expense) for the three and nine months ended September 30, 2025 and 2024 is set forth below (dollars in thousands).
Three Months Ended September 30,
Nine Months Ended September 30,
2025
2024
%
Change
2025
2024
%
Change
Interest income, net
$
1,309
$
244
436
%
$
3,841
$
8
N.M.
Foreign currency gains (losses), net
$
(25
)
$
340
(107
%)
$
(1,425
)
$
55
N.M.
N.M. - Not meaningful
Interest income, net consists of interest income generated on our cash equivalents net of interest costs on our financial liabilities and amortization of debt issuance costs in 2024. The increase in interest income, net for the three and nine months ended September 30, 2025 compared to the comparable periods of 2024 was primarily attributable to interest earned on our money market accounts and treasury bills.
Changes in currency valuation in the periods mainly were the result of exchange rate movements between the U.S. Dollar, the Euro and the Thai Baht. Our foreign currency gains and losses primarily result from the valuation of current assets and liabilities denominated in a currency other than the functional currency of the respective entity in the local financial statements.
Income Tax Benefit (Provision)
Three Months Ended September 30,
Nine Months Ended September 30,
2025
2024
%
Change
2025
2024
%
Change
Income tax benefit (provision)
$
847
$
(360
)
335
%
$
739
$
(361
)
305
%
Effective tax rate
(20
%)
4
%
(5
%)
2
%
As of September 30, 2025, our deferred tax assets are fully offset by a valuation allowance. ASC 740,
Income Taxes
, provides for the recognition of deferred tax assets if realization of such assets is more likely than not. Based upon the weight of available
24
evidence, which includes historical operating performance, reported cumulative net losses since inception and difficulty in accurately forecasting our future results, we provided a full valuation allowance against all of our net U.S. and foreign deferred tax assets. We reassess the need for our valuation allowance on a quarterly basis. If it is later determined that a portion or all of the valuation allowance is not required, it generally will be a benefit to the income tax provision in the period such determination is made.
We recorded an income tax benefit during the three and nine months ended September 30, 2025, respectively, attributed primarily to a state income tax payable adjustment related to fiscal year 2024. The effective tax rates for the three and nine months ended September 30, 2025 and 2024 differ from the federal statutory rate of 21% primarily due to a change in valuation allowance, and the provision or benefit in certain foreign jurisdictions, which are subject to higher tax rates.
Income from Discontinued Operations, net of tax
Three Months Ended September 30,
Nine Months Ended September 30,
2025
2024
%
Change
2025
2024
%
Change
Income from discontinued operations, net of tax
$
—
$
95,278
(100
%)
$
—
$
96,809
(100
%)
Income from discontinued operations consists of the results of operations, net of tax, of our Physical Security Business which we disclosed as discontinued operations. See Note 3,
Discontinued Operations
.
Liquidity and Capital Resources
As of September 30, 2025, our working capital, defined as current assets less current liabilities, was $135.4 million, a decrease of $9.5 million compared to $144.9 million as of December 31, 2024. As of September 30, 2025, our cash and cash equivalents balance was $126.3 million.
On November 7, 2024, we announced that our board of directors authorized a stock repurchase program (the “Stock Repurchase Program”). Under the Stock Repurchase Program, effective November 15, 2024, we may repurchase up to $10 million of shares of common stock on a discretionary basis from time to time through open market repurchases, privately negotiated transactions, or other means. The timing and amount of shares repurchased depends on a number of factors, including stock price, trading volume, general market and business conditions, liquidity and capital needs, and other factors. The Stock Repurchase Program does not obligate us to repurchase any specific dollar amount or acquire any specific number of shares of common stock. The Stock Repurchase Program has no expiration date and may be suspended or discontinued at any time without notice. As of September 30, 2025, we have repurchased a total of 463,779 shares of common stock under the Stock Repurchase Program for total consideration of approximately $1.9 million. During the three and nine months ended September 30, 2025, there were no repurchases of shares of common stock under the Stock Repurchase Program.
As our previously unremitted earnings have been subjected to U.S. federal income tax, we expect any repatriation of these earnings to the U.S. would not incur significant additional taxes related to such amounts. However, our estimates are provisional and subject to further analysis. Generally, most of our foreign subsidiaries have accumulated deficits and cash and cash equivalents that are held outside the United States are typically not cash generated from earnings that would be subject to tax upon repatriation if transferred to the United States. We have access to the cash held outside the United States to fund domestic operations and obligations without any material income tax consequences. As of September 30, 2025, the amount of cash included at such subsidiaries was $13.5 million. We have not, nor do we anticipate the need to, repatriate funds to the United States to satisfy domestic liquidity needs arising in the ordinary course of business.
We have historically incurred operating losses and negative cash flows from operating activities, and we expect to continue to incur losses in the future. As of September 30, 2025, we had an accumulated deficit of $354.3 million. During the nine months ended September 30, 2025, we had a loss from continuing operations of $14.3 million.
We believe our existing cash and cash equivalents, together with cash generated from operations, will be sufficient to satisfy our working capital needs to fund operations for the next twelve months and beyond. We may also use cash to acquire or invest in complementary businesses, technologies, services or products that would change our cash requirements. We may also choose to finance our business through public or private equity offerings, debt financings or other arrangements. However, there can be no assurance that additional capital will be available to us or that such capital will be available to us on acceptable terms. If we raise funds by issuing equity securities, dilution to stockholders could result. Debt or any equity securities issued also may provide for rights, preferences or privileges senior to those of holders of our common stock. The terms of debt securities issued or borrowings could impose significant restrictions on our operations. The incurrence of additional indebtedness or the issuance of certain debt or equity securities could result in increased fixed payment obligations and could also result in restrictive covenants, such as limitations on our ability to incur additional debt or issue additional equity, limitations on our ability to acquire or license intellectual property rights and other operating restrictions that could adversely affect our ability to conduct our business. In addition, the issuance of
25
additional equity securities by us, or the possibility of such issuance, may cause the market price of our common stock to decline. If we are not able to secure additional funding when needed, we may have to curtail or reduce the scope of our business or forgo potential business opportunities.
The following summarizes our cash flows for the nine months ended September 30, 2025 and 2024 (in thousands):
Nine Months Ended September 30,
2025
2024
Net cash used in operating activities
$
(9,729
)
$
(9,510
)
Net cash provided by (used in) investing activities
(607
)
142,521
Net cash used in financing activities
(398
)
(11,712
)
Effect of exchange rates on cash, cash equivalents, and restricted cash
1,354
62
Net increase (decrease) in cash, cash equivalents, and restricted cash
(9,380
)
121,361
Cash, cash equivalents, and restricted cash at beginning of period
135,946
24,384
Cash, cash equivalents, and restricted cash at end of period
$
126,566
$
145,745
Cash flows from operating activities
Cash used in operating activities for the nine months ended September 30, 2025 of $9.7 million was primarily due to a net loss of $14.3 million, a decrease in cash from net changes in operating assets and liabilities of $430,000, partially offset by adjustments to net loss for certain non-cash items of $5.0 million, primarily consisting of depreciation, amortization, and stock-based compensation.
Cash used in operating activities for the nine months ended September 30, 2024 of $9.5 million was primarily due to adjustments to net income for certain non-cash items of $88.1 million, consisting primarily of the gain on sale of our Physical Security Business of $99.5 million, as well as depreciation, amortization and stock-based compensation, offset by net income of $75.2 million and an increase in cash from net changes in operating assets and liabilities of $3.4 million.
Cash flows from investing activities
Cash used in investing activities for the nine months ended September 30, 2025 was $607,000 which related primarily to capital expenditures for our manufacturing facility in Thailand, partially offset by proceeds received from an investment.
Cash provided by investing activities for the nine months ended September 30, 2024 was $142.5 million which related primarily to proceeds received in connection with the sale of our Physical Security Business in the third quarter of 2024, partially offset by capital expenditures for our manufacturing facility in Thailand.
Cash flows from financing activities
Cash used in financing activities during the nine months ended September 30, 2025 was $398,000 which related to taxes paid associated with net share settlements of RSUs.
Cash used in financing activities during the nine months ended September 30, 2024 was $11.7 million, which consisted of net repayments of $10.1 million under our revolving loan facility with our lender, and net share settlements of RSUs of $1.6 million.
Contractual Obligations
We lease facilities, certain equipment, and automobiles under non-cancelable operating lease agreements. See Note 13,
Leases
, in the accompanying notes to our condensed consolidated financial statements.
Purchases for inventories are highly dependent upon forecasts of customer demand. Due to the uncertainty in demand from our customers, we may have to change, reschedule, or cancel purchases or purchase orders from our suppliers. These changes may lead to vendor cancellation charges on these orders or contractual commitments. See Note 14,
Commitments and Contingencies
, in the accompanying notes to our condensed consolidated financial statements.
Our other long-term liabilities include gross unrecognized tax benefits, and related interest and penalties. At this time, we are unable to make a reasonably reliable estimate of the timing of payments in individual years in connection with these tax liabilities.
26
Off-Balance Sheet Arrangements
We have not entered into off-balance sheet arrangements, or issued guarantees to third parties.
Climate Change
We believe that neither climate change, nor governmental regulations related to climate change, have had a material effect on our business, financial condition or results of operations.
Critical Accounting Estimates
Our condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these condensed consolidated financial statements requires management to establish accounting policies that contain estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and accompanying notes. These policies relate to revenue recognition, inventory, income taxes, long-lived assets, and stock-based compensation. We have other important accounting policies and practices; however, once adopted, these other policies either generally do not require us to make significant estimates or assumptions or otherwise only require implementation of the adopted policy and not a judgment as to the policy itself. Management bases its estimates and judgments on historical experience and on various other factors that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Despite our intention to establish accurate estimates and assumptions, actual results may differ from these estimates under different assumptions or conditions.
During the three months ended September 30, 2025, management believes there have been no significant changes to the items that we disclosed within our critical accounting policies and estimates in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended December 31, 2024.
Recent Accounting Pronouncements
See Note 2, S
ignificant Accounting Policies and Recent Accounting Pronouncements,
in the accompanying notes to our unaudited condensed consolidated financial statements in Item 1 of Part I of this Quarterly Report for a description of recent accounting pronouncements, which is incorporated herein by reference.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Not applicable.
Item 4.
Controls and Procedures
Evaluation of Disclosure Controls and Procedures
We maintain “disclosure controls and procedures,” as such term is defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, or Exchange Act, that are designed to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating our disclosure controls and procedures, management recognized that disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met. Our disclosure controls and procedures have been designed to meet reasonable assurance standards. Additionally, in designing disclosure controls and procedures, our management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible disclosure controls and procedures. The design of any disclosure controls and procedures also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions
.
Based on their evaluation as of the end of the period covered by this Quarterly Report on Form 10-Q, our Chief Executive Officer and Chief Financial Officer have concluded that, as of such date, our disclosure controls and procedures were effective at the reasonable assurance level.
Changes in Internal Controls over Financial Reporting
We have made no changes to our internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) during the three months ended September 30, 2025, that have materially affected, or that are reasonably likely to materially affect, our internal control over financial reporting.
27
PART II. OT
HER INFORMATION
Item 1. Legal
Proceedings
We are and from time to time, may become subject to various legal proceedings and claims arising in the ordinary course of business or could be named a defendant in other lawsuits. Legal proceedings could result in material costs, occupy significant management resources and entail penalties, even if we prevail. The outcome of such claims or other proceedings cannot be predicted with certainty and may have a material effect on our financial condition, results of operations or cash flows.
Item 1A. Ri
sk Factors
Our business and results of operations are subject to numerous risks, uncertainties, and other factors that you should be aware of. You should carefully review and consider the information regarding certain factors that could materially affect our business, financial condition or future results set forth in Part II, Item 1A of our Quarterly Report on Form 10-Q for the quarter ended June 30, 2025 and in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2024 under the heading “Risk Factors”. Except for the risk factor disclosed in our Quarterly Report on Form 10-Q for the quarter ended June 30, 2025, there have been no material changes from the risk factors disclosed in our 2024 Annual Report on Form 10-K. The risks, uncertainties and other factors described in the risk factors are not the only ones facing our company. Additional risks, uncertainties and other factors not presently known to us or that we currently deem immaterial may also impair our business operations. Any of the risks, uncertainties and other factors could have a materially adverse effect on our business, financial condition, results of operations, cash flows or product market share and could cause the trading price of our common stock to decline substantially.
Item 2. Unregistered Sales of Equi
ty Securities and Use of Proceeds
During the three months ended September 30, 2025, we repurchased 12,864 shares of our common stock surrendered to the Company to satisfy tax withholding obligations in connection with the vesting of RSUs issued to employees. There were no repurchases under the Stock Repurchase Program during the three months ended September 30, 2025.
The table below sets forth information regarding the Company’s purchases of its common stock during the three months ended September 30, 2025:
Issuer Purchases of Equity Securities
Period
Total number of shares purchased
(1)
Average price paid per share
Total number of shares purchased as part of publicly announced plans or programs
Maximum number (or approximate dollar value) of shares that may yet be purchased under the plans or programs
July 1, 2025 – July 31, 2025
9,538
$
3.25
—
—
August 1, 2025 – August 31, 2025
669
3.45
—
—
September 1, 2025 – September 30, 2025
2,657
3.70
—
—
Total
12,864
$
3.36
—
(1)
Consists of shares surrendered to the Company to satisfy tax withholding obligations in connection with the vesting of RSUs issued to employees.
Item 5. O
ther Information
Rule 10b5-1 and Non-Rule 10b5-1 Trading Arrangements
During the quarter ended September 30, 2025, no director or officer
adopted
or
terminated
a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.
Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document.
101.SCH
Inline XBRL Taxonomy Extension Schema Document with embedded Linkbase Documents.
104
Cover Page Interactive Data File (embedded within the Inline XBRL document)
^ Filed herewith.
#
Furnished herewith and not “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Such certifications will not be deemed to be incorporated by reference into any filings under the Securities Act of 1933 or the Exchange Act, except to the extent that the registrant specifically incorporates them by reference.
29
SIGNA
TURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
(We are using algorithms to extract and display detailed data. This is a hard problem and we are working continuously to classify data in an accurate and useful manner.)