8-K

Identiv, Inc.

October 21, 2022

/s/ Steven Humphreys

Steven Humphreys

Chief Executive Officer

(Principal Executive Officer)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 17, 2022

IDENTIV, INC.

(Exact name of Registrant as Specified in Its Charter)

Delaware

000-29440

77-0444317

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

2201 Walnut Avenue, Suite 100,

Fremont, California

94538

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s Telephone Number, Including Area Code: (949) 250-8888

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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 is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

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. ☐

Item 5.02

Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

On October 17, 2022, Robin R. Braun and Nina B. Shapiro resigned from the board of directors (the “Board”) of Identiv, Inc. (the “Company”), including all committees thereof, effective immediately.

On October 18, 2022, the Board appointed Laura Angelini and Richard E. Kuntz, M.D., M.Sc. to serve as members of the Board. In connection with their appointment to the Board, each of Ms. Angelini and Dr. Kuntz will enter into the Company’s standard form of indemnification agreement.

Laura Angelini, age 58, most recently served as General Manager of the Global Business Unit at Baxter International Inc. (NYSE: BAX) from October 2016 to July 2021. Prior to that, Ms. Angelini served in various roles at Johnson & Johnson (NYSE: JNJ) from July 1991 to September 2016, including as President of North America and Global Franchise Development from 2013 to 2016, Vice-President of Global Strategic Marketing of Ethicon from 2012 to 2013, and Vice President of Medical Devices & Diagnostics of Eastern Europe from 2010 to 2011. Ms. Angelini currently serves as a member of the board of directors of DCC plc and as a member of the board of trustees of Jacksonville University. Ms. Angelini received a bachelor’s degree from University La Sapienza, Rome Italy.

Richard E. Kuntz, age 65, most recently served as Senior Vice President, Chief Medical and Scientific Officer of Medtronic plc (NYSE: MDT), a medical device company, from January 2015 to May 2022, and of Medtronic, Inc. from August 2009 to December 2014. Prior to that, he was Senior Vice President and President of Medtronic Neuromodulation from October 2005 to August 2009. Prior to his 17 years at Medtronic, Dr. Kuntz was the Founder and Chief Scientific Officer of the Harvard Clinical Research Institute and he also served as Associate Professor of Medicine at Harvard Medical School, Chief of the Division of Clinical Biometrics, and an interventional cardiologist in the division of cardiovascular diseases at the Brigham and Women’s Hospital in Boston. Dr. Kuntz also currently serves as a member of the board of directors of ZimVie Inc. (Nasdaq: ZIMV), a medical technology company, and Rockley Photonics Holdings Limited (NYSE: RKLY), a digital health monitoring systems company. Dr. Kuntz graduated from Miami University and received his medical degree from Case Western Reserve University School of Medicine. He completed his residency and chief residency in internal medicine at the University of Texas Southwestern Medical School, and then completed fellowships in cardiovascular diseases and interventional cardiology at the Beth Israel Hospital and Harvard Medical School, Boston. Dr. Kuntz received his Master of Science in biostatistics from the Harvard T.H. Chan School of Public Health.

In connection with their appointments to the Board, Ms. Angelini and Dr. Kuntz each became entitled to receive compensation for their service as non-employee directors, in the form of restricted stock units and cash, as described under the heading “Compensation of Directors” of the Company’s Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 13, 2022.

There are no arrangements or understandings between Ms. Angelini and Dr. Kuntz and any other persons pursuant to which they were selected as a director. There are no current or proposed transactions between the Company and Ms. Angelini and Dr. Kuntz or their immediate family members requiring disclosure under Item 404(a) of Regulation S-K promulgated by the Securities and Exchange Commission.

On October 19, 2022, the Company issued a press release announcing the appointment of Ms. Angelini and Dr. Kuntz to the Board. The full text of the Company’s press release is attached as Exhibit 99.1 to this report and is incorporated by reference herein.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.