Identiv, Inc. (NASDAQ:INVE) Files An 8-K Entry into a Material Definitive Agreement

Identiv, Inc. (NASDAQ:INVE) Files An 8-K Entry into a Material Definitive Agreement

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Item1.01. Entry into a Material Definitive Agreement.

On February8, 2017, Identiv, Inc. (the Company) entered into Loan
and Security Agreements with East West Bank (EWB) and Venture
Lending Leasing VII, Inc. and Venture Lending Leasing VIII, Inc.
(collectively referred to as VLL7 and VLL8). The Loan and
Security Agreement with EWB provides for a $10.0million revolving
loan facility (Revolving Loan Facility), and the Loan and
Security Agreement with VLL7 and VLL8 provides for a term loan in
the aggregate principal amount of $10.0million (the Term Loan).
In connection with the closing of both Loan and Security
Agreements, the Company repaid all outstanding amounts under its
Credit Agreement, dated March31, 2014, as amended (the Prior Loan
Agreement), with Opus Bank (the Prior Lender), as more fully
described in Item 1.02 of this current report on Form 8-K.

The obligations of the Company under each of the Revolving Loan
Facility and the Term Loan and Security Agreements are secured by
substantially all assets of the Company.

The Revolving Loan Facility bears interest at prime rate plus
2.0% and matures and becomes due and payable on February8, 2019.
Interest is payable monthly beginning on March1, 2017. The
Company may voluntarily prepay amounts outstanding under the
Revolving Loan Facility, without prepayment charges. In the event
the Revolving Loan Facility is terminated prior to its maturity,
the Company would be required to pay an early termination fee in
the amount of 1.0% of the revolving line, and an additional cash
early termination fee of 1.0% if terminated prior to February8,
2018. Additional borrowing requests under the Revolving Loan
Facility are subject to various customary conditions precedent,
including satisfaction of a borrowing base test as more fully
described in the Revolving Loan Facility.

The Term Loan matures on August8, 2020. Payments under the Term
Loan are interest-only for the first twelve months at a per annum
rate of 12.5%, followed by principal and interest payments
amortized over the remaining term of the Term Loan. If the
Company elects to prepay the Term Loan before its maturity, all
accrued and unpaid interest outstanding at the prepayment date
together with all scheduled interest that would have accrued
through the stated maturity of the Term Loan will be due and
payable, provided that at any time after the Company has made at
least twelve scheduled amortization payments of principal and
interest on the Term Loan the Company shall only be required to
pay 80% of the scheduled interest that would have accrued and
been payable through the stated maturity of the Term Loan.

The Company is obligated to pay customary lender fees and
expenses, including customary facility fees for credit facilities
of this size and type in connection with the closing of the two
facilities. An additional facility fee of $40,000 will be payable
on February8, 2018 in connection with the Revolving Loan
Facility.

Each of the Revolving Loan Facility and the Term Loan contain
customary representations and warranties and customary
affirmative and negative covenants, including, limits or
restrictions on the Companys ability to incur liens, incur
indebtedness, make certain restricted payments, merge or
consolidate and dispose of assets. The Revolving Loan Facility
also contains various financial covenants as set forth in the
Revolving Loan Facility, including but not limited to a liquidity
covenant requiring the company to maintain at least $4.0million
of cash. In addition, each of the Revolving Loan Facility and the
Term Loan contains customary events of default that entitle EWB
or VLL7 and VLL8, as appropriate, to cause any or all of the
Companys indebtedness under the Revolving Loan Facility or the
Term Loan, respectively, to become immediately due and payable.
The events of default (some of which are subject to applicable
grace or cure periods), include, among other things, non-payment
defaults, covenant defaults, cross-defaults to other material
indebtedness, bankruptcy and insolvency defaults and material
judgment defaults. Upon the occurrence and during the continuance
of an event of default, EWB and VLL7 and VLL8 may terminate their
lending commitments and/or declare all or any part of the unpaid
principal of all loans, all interest accrued and unpaid thereon
and all other amounts payable under the Loan and Security
Agreements to be immediately due and payable.

The proceeds of the Term Loan and the initial draw under the
Revolving Loan Facility, after payment of lender fees and
expenses, were used to pay all outstanding amounts under the
Prior Loan Agreement. The proceeds of any additional draws under
the Revolving Loan Facility will be used for working capital and
other general corporate purposes.

In connection with the Companys entry into the Revolving Loan
Facility and Term Loan, the Company issued to EWB a warrant (the
EWB Warrant) to purchase up to 40,000 shares of the Companys
common stock at a per share exercise price of $3.64, and issued
to each of VLL7 and VLL8 a warrant to purchase 290,000 shares of
the Companys common stock at a per share exercise price of $2.00
(the VLL7 Warrant and the VLL8 Warrant, respectively). Each of
the EWB Warrant, the VLL7 Warrant and the VLL8 Warrant is
immediately exercisable for cash or by net exercise and will
expire five years after its issuance, or on February8, 2022. The
Company has granted registration rights on substantially similar
terms given to the Prior Lender to the holders of each of the
warrants. Also in connection with the transaction, the warrants
to purchase 400,000 shares of common stock that were previously
issued to Opus Bank were cancelled.

The foregoing descriptions of the Revolving Loan Facility, the
Term Loan, the EWB Warrant, the VLL7 Warrant and the VLL8 Warrant
do not purport to be complete and are qualified in their entirety
by reference to the full text of such agreements, filed herewith
as Exhibits 10.1, 10.2, 4.1, 4.2 and 4.3 respectively, and
incorporated by reference into this Current Report on Form
8-K. The Term Loan
is also qualified by reference to the full text of the supplement
of terms thereto, filed herewith as Exhibit 10.5 and is
incorporated by references into this Current Report on Form
8-K.

Item1.02. Termination
of a Material Definitive Agreement

Termination of Prior Loan
Agreement

On February10, 2017, the
Company repaid all outstanding amounts under the Prior Loan
Agreement, at which time the Companys obligations under the Prior
Loan Agreement immediately terminated. The Company paid to the
Prior Lender approximately $18.3million, consisting of the then
outstanding principal balance, accrued but unpaid interest and
other fees and expenses then due. In connection with the
termination, the Prior Lender agreed to release its security
interests in all collateral under the Prior Loan Agreement and
the Company agreed to provide a general release of all claims
related to the Prior Loan Agreement in favor of the Lender. In
addition, the Company and the Prior Lender agreed to cancel and
terminate all outstanding warrants previously issued to Prior
Lender.

The material terms of the
Prior Loan Agreement were previously disclosed in the Companys
Current Report on Form 8-K filed with the Securities
and Exchange Commission on April4, 2014, and subsequent
amendments thereto, are incorporated herein by
reference.

Item2.02. Results of
Operations and Financial Condition

The information contained in
Item 2.02 of this Current Report, including Exhibit 99.1, is
being furnished and shall not be deemed filed for purposes of
Section18 of the Securities Exchange Act of 1934, as amended, or
otherwise subject to the liabilities of that Section. The
information contained in this Current Report shall not be
incorporated by reference into any registration statement or
other document or filing under the Securities Act of 1933, as
amended, except as shall be expressly set forth by specific
reference in such filing.

On February13, 2017, the
Company issued a press release announcing certain preliminary
financial results for its fourth quarter ended December31, 2016.
A copy of the Companys press release is attached hereto as
Exhibit 99.1.

Item2.03. Creation of
a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a
Registrant

The information set forth in
Item 1.01 of this Current Report on Form 8-K with respect to the
Revolving Loan Facility and the Term Loan is incorporated herein
by this reference.

Item3.02. Unregistered
Sales of Equity Securities

The information set forth in
Item 1.01 of this Current Report on Form 8-K that relates to the
issuance of the EWB Warrant, the VLL7 Warrant and the VLL8
Warrant is incorporated by reference into this Item
3.02.

None of the EWB Warrant, the
VLL7 Warrant or the VLL8 Warrant have been registered under the
Securities Act of 1933, as amended (the Securities Act). The EWB
Warrant, the VLL7 Warrant and the VLL8 Warrant were each issued
in reliance upon exemptions from registration under Section4(2)
of the Securities Act and Rule 506 of Regulation D promulgated
thereunder.

Item9.01. Financial
Statements and Exhibits.

(d)

Exhibit No.

Description

4.1 Warrant issued to East West Bank.
4.2 Warrant issued to Venture Lending Leasing VII, Inc.
4.3 Warrant issued to Venture Lending Leasing VIII, Inc.
10.1 Loan and Security Agreement between the Company and East West
Bank, dated February8, 2017.
10.2 Loan and Security Agreement between the Company and Venture
Lending Leasing VII, Inc. and Venture Lending Leasing VIII,
Inc., dated February8, 2017.
10.3 Supplement to the Loan and Security Agreement dated as of
February8, 2017 between the Company and Venture Lending
Leasing VII, Inc. and Venture Lending Leasing VIII, Inc.
99.1 Press Release dated February13, 2017.


About Identiv, Inc. (NASDAQ:INVE)

Identiv, Inc. is a global security technology company. The Company operates through four segments: Physical access control systems (PACS), Identity, Credentials and All Other. PACS segment provides solutions and services that enable the issuance, management and use of secure identity credentials in diverse markets. PACS business offers Hirsch line of controllers, including the advanced MX line, Hirsch’s Velocity management software and its Identiv connected physical access manager software, EDGE controller and reader package. Identity segment offers products to secure enterprise information, including login and printers through delivery of smart card reader products and identity management through its idOnDemand service. Credentials segment offers access cards, radio frequency identification (RFID) and near field communication products, including cards, labels, tags and stickers, as well as RF components. All Other segment includes products, such as Chipdrive and Digital Media readers.

Identiv, Inc. (NASDAQ:INVE) Recent Trading Information

Identiv, Inc. (NASDAQ:INVE) closed its last trading session up +0.97 at 5.63 with 279,973 shares trading hands.

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