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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2025

☐ 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 August 4, 2025, the registrant had 23,721,826 shares of common stock outstanding.

TABLE OF CONTENTS


		Page
PART I. FINANCIAL INFORMATION
Item 1.	Financial Statements (Unaudited)	3
	Condensed Consolidated Balance Sheets	3
	Condensed Consolidated Statements of Comprehensive Loss	4
	Condensed Consolidated Statements of Stockholders’ Equity	5
	Condensed Consolidated Statements of Cash Flows	7
	Notes to Unaudited Condensed Consolidated Financial Statements	8
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	19
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	26
Item 4.	Controls and Procedures	26

PART II. OTHER INFORMATION
Item 1.	Legal Proceedings	28
Item 1A.	Risk Factors	28
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	29
Item 5.	Other Information	29
Item 6.	Exhibits	30

SIGNATURES		31

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

IDENTIV, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited, in thousands, except par value)


	June 30, 2025			December 31, 2024
ASSETS
Current assets:
Cash and cash equivalents	$	129,339		$	135,646
Restricted cash		300			300
Accounts receivable, net of allowances of $660 and $655 as of June 30, 2025 and December 31, 2024, respectively		3,466			4,214
Inventories		6,133			7,475
Prepaid expenses and other current assets		4,874			5,210
Total current assets		144,112			152,845
Property and equipment, net		7,526			7,694
Operating lease right-of-use assets		1,395			2,000
Other assets		843			686
Total assets	$	153,876		$	163,225
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable	$	1,809		$	2,746
Operating lease liabilities		895			852
Accrued compensation and related benefits		792			862
Accrued income taxes payable		1,223			1,173
Other accrued expenses and liabilities		1,923			2,327
Total current liabilities		6,642			7,960
Long-term operating lease liabilities		790			1,167
Other long-term liabilities		29			29
Total liabilities		7,461			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 June 30, 2025 and December 31, 2024		5			5
Common stock, $0.001 par value: 50,000 shares authorized; 26,307 and 25,974 shares issued and 23,658 and 23,431 shares outstanding as of June 30, 2025 and December 31, 2024, respectively		26			26
Additional paid-in capital		511,185			509,482
Treasury stock, 2,649 and 2,543 shares as of June 30, 2025 and December 31, 2024, respectively		(16,844	)		(16,490	)
Accumulated deficit		(350,881	)		(340,050	)
Accumulated other comprehensive income		2,924			1,096
Total stockholders' equity		146,415			154,069
Total liabilities and stockholders' equity	$	153,876		$	163,225

The accompanying notes are an integral part of these condensed consolidated financial statements.

IDENTIV, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(Unaudited, in thousands, except per share data)


	Three Months Ended June 30,						Six Months Ended June 30,
	2025			2024			2025			2024
Net revenue	$	5,040		$	6,741		$	10,309		$	13,399
Cost of revenue		5,514			6,127			10,651			12,302
Gross profit (loss)		(474	)		614			(342	)		1,097
Operating expenses:
Research and development		890			966			1,677			1,863
Selling and marketing		1,546			1,828			2,953			2,997
General and administrative		3,057			4,540			6,203			8,020
Restructuring and severance		420			—			680			—
Total operating expenses		5,913			7,334			11,513			12,880
Loss from continuing operations		(6,387	)		(6,720	)		(11,855	)		(11,783	)
Non-operating income (expense):
Interest income (expense), net		1,320			(149	)		2,532			(236	)
Foreign currency losses, net		(870	)		(59	)		(1,400	)		(285	)
Loss from continuing operations before income tax benefit (provision)		(5,937	)		(6,928	)		(10,723	)		(12,304	)
Income tax benefit (provision)		(105	)		5			(108	)		(1	)
Net loss from continuing operations		(6,042	)		(6,923	)		(10,831	)		(12,305	)
Income from discontinued operations, net of tax		—			707			—			1,531
Net loss	$	(6,042	)	$	(6,216	)		(10,831	)		(10,774	)

Other comprehensive income (loss):
Foreign currency translation adjustment, net of tax		1,236			(104	)		1,828			(394	)
Comprehensive loss	$	(4,806	)	$	(6,320	)	$	(9,003	)	$	(11,168	)

Net income (loss) per common share:
Basic and diluted - continuing operations	$	(0.26	)	$	(0.31	)	$	(0.47	)	$	(0.55	)
Basic and diluted - discontinued operations	$	—		$	0.03		$	—		$	0.07
Basic and diluted - net loss	$	(0.26	)	$	(0.27	)	$	(0.47	)	$	(0.48	)

Weighted average common shares outstanding:
Basic and diluted		23,760			23,459			23,679			23,413

The accompanying notes are an integral part of these condensed consolidated financial statements.

IDENTIV, INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(Unaudited, in thousands)


	Three Months Ended June 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, April 1, 2025		5,000	$	5		23,521		$	26	$	510,278	$	(16,659	)	$	(344,839	)	$	1,688	$	150,499
Net loss		—		—		—			—		—		—			(6,042	)		—		(6,042	)
Unrealized gain from foreign currency translation adjustments		—		—		—			—		—		—			—			1,236		1,236
Issuance of common stock in connection with vesting of stock awards		—		—		195			—		—		—			—			—		—
Stock-based compensation		—		—		—			—		907		—			—			—		907
Shares withheld in payment of taxes in connection with net share settlement of restricted stock units		—		—		(58	)		—		—		(185	)		—			—		(185	)
Balances, June 30, 2025		5,000	$	5		23,658		$	26	$	511,185	$	(16,844	)	$	(350,881	)	$	2,924	$	146,415

	Six Months Ended June 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		—		—		—			—		—		—			(10,831	)		—		(10,831	)
Unrealized loss from foreign currency translation adjustments		—		—		—			—		—		—			—			1,828		1,828
Issuance of common stock in connection with vesting of stock awards		—		—		333			—		—		—			—			—		—
Stock-based compensation		—		—		—			—		1,703		—			—			—		1,703
Shares withheld in payment of taxes in connection with net share settlement of restricted stock units		—		—		(106	)		—		—		(354	)		—			—		(354	)
Balances, June 30, 2025		5,000	$	5		23,658		$	26	$	511,185	$	(16,844	)	$	(350,881	)	$	2,924	$	146,415

The accompanying notes are an integral part of these condensed consolidated financial statements.


	Three Months Ended June 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, April 1, 2024		5,000	$	5		23,334		$	25	$	501,771	$	(13,246	)	$	(419,428	)	$	1,039		$	70,166
Net loss		—		—		—			—		—		—			(6,216	)		—			(6,216	)
Unrealized loss from foreign currency translation adjustments		—		—		—			—		—		—			—			(104	)		(104	)
Issuance of common stock in connection with vesting of stock awards		—		—		168			—		—		—			—			—			—
Stock-based compensation		—		—		—			—		1,475		—			—			—			1,475
Shares withheld in payment of taxes in connection with net share settlement of restricted stock units		—		—		(54	)		—		—		(264	)		—			—			(264	)
Balances, June 30, 2024		5,000	$	5		23,448		$	25	$	503,246	$	(13,510	)	$	(425,644	)	$	935		$	65,057


	Six Months Ended June 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 loss		—		—		—			—		—		—			(10,774	)		—			(10,774	)
Unrealized loss from foreign currency translation adjustments		—		—		—			—		—		—			—			(394	)		(394	)
Issuance of common stock in connection with vesting of stock awards		—		—		288			—		—		—			—			—			—
Stock-based compensation		—		—		—			—		2,494		—			—			—			2,494
Shares withheld in payment of taxes in connection with net share settlement of restricted stock units		—		—		(87	)		—		—		(541	)		—			—			(541	)
Balances, June 30, 2024		5,000	$	5		23,448		$	25	$	503,246	$	(13,510	)	$	(425,644	)	$	935		$	65,057

The accompanying notes are an integral part of these condensed consolidated financial statements.

IDENTIV, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited, in thousands)


	Six Months Ended June 30,
	2025			2024
Cash flows from operating activities:
Net loss	$	(10,831	)	$	(10,774	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		980			1,524
Amortization of operating lease right-of-use assets		307			525
Amortization of debt issuance costs		—			69
Stock-based compensation expense		1,703			2,494
Impairment of operating lease right-of-use asset		346			—
Changes in operating assets and liabilities:
Accounts receivable		783			2,377
Inventories		1,369			1,630
Prepaid expenses and other assets		208			573
Accounts payable		(933	)		(2,266	)
Deferred revenue		—			344
Accrued income taxes payable		51			38
Accrued expenses and other liabilities		(448	)		1,710
Operating lease liabilities		(383	)		(538	)
Net cash used in operating activities		(6,848	)		(2,294	)
Cash flows from investing activities:
Capital expenditures		(553	)		(367	)
Net cash used in investing activities		(553	)		(367	)
Cash flows from financing activities:
Borrowings under revolving loan facility, net of issuance costs		—			9,887
Repayments under revolving loan facility		—			(12,000	)
Taxes paid related to net share settlement of restricted stock units		(354	)		(541	)
Net cash used in financing activities		(354	)		(2,654	)
Effect of exchange rates on cash, cash equivalents, and restricted cash		1,448			(68	)
Net decrease in cash, cash equivalents, and restricted cash		(6,307	)		(5,383	)
Cash, cash equivalents, and restricted cash at beginning of period		135,946			24,384
Cash, cash equivalents, and restricted cash at end of period	$	129,639		$	19,001

Supplemental disclosures of cash flow information:
Interest paid	$	—		$	201
Taxes paid	$	158		$	57
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.

IDENTIV, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

June 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 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 six months ended June 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 March 31, 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 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.

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 six months ended June 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 loss for the 2024 periods presented.

The following presents the financial results of discontinued operations (in thousands):


	Three Months Ended June 30, 2024			Six Months Ended June 30, 2024
Net revenue	$	17,592		$	33,428
Cost of revenue		9,688			17,615
Gross profit		7,904			15,813
Operating expenses:
Research and development		2,089			4,203
Selling and marketing		4,207			8,340
General and administrative		729			1,501
Restructuring and severance		123			145
Total operating expenses		7,148			14,189
Income from operations		756			1,624
Non-operating income (expense):
Foreign currency losses, net		(15	)		(45	)
Income before income tax provision		741			1,579
Income tax provision		(34	)		(48	)
Income from discontinued operations	$	707		$	1,531

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 June 30, 2024		Six Months Ended June 30, 2024
Depreciation and amortization	$	333	$	666
Capital expenditures		59		130
Stock-based compensation		490		990

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 June 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 $16.3 million and $31.6 million, respectively, and treasury bills of $110.7 million and $83.0 million, respectively, with maturities less than 90 days (Level 1 fair value measurements). As of June 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 June 30, 2025 and December 31, 2024, the Company had $498,000, which included the conversion of a convertible promissory note of $150,000 in the second quarter of 2025, and $348,000, respectively, of privately-held investments measured at fair value on a nonrecurring basis. These assets 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 June 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

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):


	June 30, 2025		December 31, 2024
Raw materials	$	3,162	$	3,893
Work-in-progress		55		—
Finished goods		2,916		3,582
Total	$	6,133	$	7,475

Property and equipment, net consists of (in thousands):


	June 30, 2025			December 31, 2024
Building and leasehold improvements	$	1,644		$	1,315
Furniture, fixtures and office equipment		266			221
Plant and machinery		16,786			17,967
Purchased software		769			724
Total		19,465			20,227
Accumulated depreciation		(11,939	)		(12,533	)
Property and equipment, net	$	7,526		$	7,694

The Company recorded depreciation expense of $490,000 and $429,000 during the three months ended June 30, 2025 and 2024, respectively, and $980,000 and $858,000 during the six months ended June 30, 2025 and 2024, respectively. Depreciation expense included in discontinued operations was $93,000 and $186,000 for the three and six months ended June 30, 2024, respectively.

Other accrued expenses and liabilities consist of (in thousands):


	June 30, 2025		December 31, 2024
Accrued professional fees	$	516	$	526
Accrued warranties		324		214
Amounts payable under the Transition Services Agreement		297		354
Amounts payable related to purchase price adjustment		—		474
Other accrued expenses		786		759
Total	$	1,923	$	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 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 GAAP, the

Company will account for the tax effects of changes in tax law in the period of enactment, which is the third quarter of calendar year 2025. The Company is currently in the process of analyzing the tax impacts of the law change, if any, but does not expect a material impact on its 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 six months ended June 30, 2025 and 2024 (in thousands):


	Three Months Ended June 30,				Six Months Ended June 30,
	2025		2024		2025		2024
Series B Convertible Preferred Stock:
Balance at beginning of period	$	27,677	$	26,837	$	27,472	$	26,589
Cumulative dividends on Series B convertible preferred stock		205		233		410		481
Balance at end of period	$	27,882	$	27,070	$	27,882	$	27,070
Number of Common Shares Issuable Upon Conversion:
Number of shares at beginning of period		6,919		6,709		6,868		6,647
Cumulative dividends on Series B convertible preferred stock		52		58		103		120
Number of shares at end of period		6,971		6,767		6,971		6,767

Based on the current conversion price, the outstanding shares, including the accretion of dividends, of Series B convertible preferred stock as of June 30, 2025 would be convertible into 6,970,507 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 June 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 June 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. During the six months ended June 30, 2025, there were no repurchases of shares of common stock under the Stock Repurchase Program.

During the six months ended June 30, 2025, the Company repurchased 105,862 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 June 30, 2025 was as follows:


	Number of Shares
Exercise of outstanding stock options, vesting of restricted stock units ("RSUs"), vesting of performance stock units ("PSUs") and issuance of RSUs vested but not released		1,587,885
Employee Stock Purchase Plan		293,888
Shares of common stock available for grant under the 2011 Plan		714,857
Shares of common stock issuable upon conversion of Series B convertible preferred stock		7,541,449
Total		10,138,079

Note 9. Stock-Based Compensation

Stock Options

A summary of stock option activity for the six months ended June 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		—		—		—		—
Exercised		—		—		—		—
Balance as of June 30, 2025		444,460	$	4.36		0.93	$	—
Vested or expected to vest as of June 30, 2025		444,460	$	4.36		0.93	$	—
Exercisable as of June 30, 2025		444,460	$	4.36		0.93	$	—

The aggregate intrinsic value in the table above represents the difference between the fair value of the Company’s common stock as of June 30, 2025 and the exercise price of in-the-money stock options multiplied by the number of such stock options. As of June 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 six months ended June 30, 2025:


	Number Outstanding			Weighted Average Fair Value
Unvested as of January 1, 2025		806,985		$	6.31
Granted		196,500			3.47
Vested		(253,853	)		6.26
Forfeited		(72,911	)		6.75
Unvested as of June 30, 2025		676,721		$	5.46
RSUs vested but not released		134,204		$	5.41

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 June 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 2.06 years. No tax benefit was realized from RSUs for the six months ended June 30, 2025.

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 six months ended June 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		—			—
Unvested as of June 30, 2025		332,500		$	4.04

As of June 30, 2025, there was $890,000 of unrecognized compensation expense related to unvested PSUs, which is expected to be recognized over a period of 0.5 years. No tax benefit was realized from PSUs for the three and six months ended June 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 loss for the three and six months ended June 30, 2025 and 2024 (in thousands):


	Three Months Ended June 30,				Six Months Ended June 30,
	2025		2024		2025		2024
Cost of revenue	$	5	$	5	$	10	$	12
Research and development		32		43		52		77
Selling and marketing		77		443		136		561
General and administrative		793		494		1,505		854
Stock-based compensation expense - continuing operations		907		985		1,703		1,504
Stock-based compensation expense - discontinued operations		—		490		—		990
Total	$	907	$	1,475	$	1,703	$	2,494

Restricted Stock Unit Net Share Settlements

During the six months ended June 30, 2025 and 2024, the Company repurchased 105,862 and 86,340 shares, respectively, of common stock surrendered to the Company to satisfy tax withholding obligations in connection with the vesting of RSUs issued to employees.

Note 10. Net Loss per Common Share

Basic net 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 loss 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 loss per share in loss periods, as their effect would be anti-dilutive.


	Three Months Ended June 30,						Six Months Ended June 30,
	2025			2024			2025			2024
Net loss from continuing operations	$	(6,042	)	$	(6,923	)	$	(10,831	)	$	(12,305	)
Net income from discontinued operations, net of tax		—			707			—			1,531
Net loss		(6,042	)		(6,216	)		(10,831	)		(10,774	)
Less: accretion of Series B convertible preferred stock dividends		(205	)		(233	)		(410	)		(481	)
Net loss available to common stockholders	$	(6,247	)	$	(6,449	)	$	(11,241	)	$	(11,255	)

Weighted average common shares outstanding - basic		23,760			23,459			23,679			23,413
Effect of dilutive potential common shares		—			—			—			—
Weighted average common shares outstanding - diluted		23,760			23,459			23,679			23,413

Basic and diluted net income (loss) per common share:
Continuing operations	$	(0.26	)	$	(0.31	)	$	(0.47	)	$	(0.55	)
Discontinued operations, net of tax	$	—		$	0.03		$	—		$	0.07
Net loss per common share	$	(0.26	)	$	(0.27	)	$	(0.47	)	$	(0.48	)

The following common stock equivalents have been excluded from diluted net loss per share for the three and six months ended June 30, 2025 and 2024 because their inclusion would have been anti-dilutive (in thousands):


	Three Months Ended June 30,				Six Months Ended June 30,
	2025		2024		2025		2024
Shares of common stock subject to outstanding RSUs		677		1,100		677		1,100
Shares of common stock subject to outstanding PSUs		333		—		333		—
Shares of common stock subject to outstanding stock options		444		485		444		485
Shares of common stock issuable upon conversion of Series B convertible preferred stock		6,971		6,767		6,971		6,767
Total		8,425		8,352		8,425		8,352

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.

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 loss from continuing operations as reported in the Company's condensed consolidated statements of comprehensive 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 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 six months ended June 30, 2025 and 2024 is as follows (in thousands):

          
         Three Months Ended June 30,

Identiv, Inc. 10-Q