Identiv, the Santa Ana based manufacturer of RFID and NFC transponders and inlays, has disclosed that it is defending a stockholder class action in Delaware over one of the resolutions on the ballot at its annual meeting on 10 September. The details are set out in a supplement to its proxy statement filed with the SEC on 25 August.
None of the allegations has been tested in court. Everything below is either what Identiv’s filing says the complaint alleges, or what Identiv itself says in response.
What the supplement says has been filed
According to the supplement, “On August 24, 2026, a purported stockholder, Richard Scarantino, filed a stockholder class action complaint in the Delaware Court of Chancery titled Scarantino v. Bleichroeder LP, Civil Action No. 2026-1110-KSJM.” The KSJM suffix on the civil action number indicates assignment to Chancellor Kathaleen St. Jude McCormick.
The filing states the action names as defendants the investment firm Bleichroeder and Identiv itself, “as well as all of the Company’s directors”, and that the complaint asserts claims for “breach of fiduciary duty against the director defendants, unjust enrichment against Bleichroeder, and for injunctive relief against all defendants”. Identiv adds that since the proxy statement was filed on 7 August it has “continued to receive demand letters”, of which this is the one that has become a lawsuit.
The allegations, as Identiv describes them
The supplement says the complaint alleges that Proposal No. 4, the Nasdaq Proposal, “when combined with our intent to return $40 million of capital to stockholders via dividends or other distributions as well as stock repurchases, will give Bleichroeder what the complaint characterizes as ‘hard control’ of the Company”, notwithstanding the “Proportional Voting Above Threshold” provision of a governance letter agreement the company signed with Bleichroeder on 24 June 2026.
It also states that the complaint alleges the proxy “does not sufficiently disclose the material terms of the Buyer Series C Preferred Stock” that Identiv would acquire under Proposal No. 1, the Asset Sale Proposal.
The relief sought is narrower than a bar on the meeting as a whole. Identiv says the complaint seeks expedited proceedings and a preliminary injunction preventing a stockholder vote on the Nasdaq Proposal specifically, “unless the Governance Letter Agreement is clarified or modified in certain respects and unless we provide further information about the Buyer Series C Preferred Stock and about the possibility of Bleichroeder obtaining ‘hard control’ of the Company”.
Identiv’s response
In the same section, Identiv says a supplement to the governance letter agreement, disclosed in a Form 8-K filed on 24 August, “has mooted the plaintiff’s concerns about the ‘Proportional Voting Above Threshold’ provision”. On the rest, the company says only that “as of the date hereof, the other issues raised by the complaint remain under review”.
That clarification, as described in the supplement, confirms the parties’ mutual understanding that the proportional voting requirement in Section 3(e) is triggered whenever Bleichroeder owns more than 40 per cent of Identiv’s outstanding voting stock, “regardless of whether such ownership results from Bleichroeder’s purchases of voting stock, from Bleichroeder’s conversion of nonvoting Series B Preferred Stock of the Company into voting stock, from the Company’s repurchase of its outstanding voting stock, or from any other cause”. A new sentence added to the proxy’s “Potential Effects of the Proposal” section repeats that shares held above 40 per cent would be subject to proportional voting.
The supplement restates other terms of that agreement, including Bleichroeder’s right to nominate one board designee while it holds at least 20 per cent of outstanding common stock, and a second if its ownership reaches 40 per cent or more. Identiv also agreed, for three years, not to amend its bylaws in ways that would impair the ability of 10 per cent holders to call special meetings, and to consult reasonably with Bleichroeder on dividends, distributions and buybacks.
What the 10 September vote decides
The meeting is virtual, at 11:00 a.m. Pacific Time on Thursday 10 September. Proposal No. 1 asks stockholders to approve the sale of Identiv’s specialty Internet of Things business. Under the stock and asset purchase agreement announced on 24 June, Identiv would transfer substantially all of that business’s operating assets, including all shares of its subsidiary Identiv (Thailand) Co., Ltd, plus $25 million in cash, to Trackonomy Systems for $50 million of Trackonomy Series C preferred stock at $20.07 per share.
That segment covers Identiv’s RFID and NFC transponder and inlay products, so the vote puts that side of the business, and its Thailand manufacturing subsidiary, in front of stockholders, with the consideration a private stock position rather than cash. Proposal No. 4 is a separate item on the same ballot, and is the one the complaint targets.
The new Series C disclosure
Responding to the disclosure point, the same supplement adds a description of the Buyer Series C Preferred Stock to the proxy. It states the shares convert into Trackonomy Class A common stock at an initial 1:1 ratio at the holder’s option, and convert automatically on the earlier of an IPO or direct listing at a price of at least $30.10 per share raising at least $75.0 million gross, or a SPAC merger raising at least $100.0 million gross.
The supplement also states plainly that “The Buyer Series C Preferred Stock is not publicly traded and is illiquid”. Identiv says its board reviewed unaudited information supplied by the buyer and considered its revenue growth, product line developments and “the opportunities afforded by Buyer’s acquisition of InPlay in 2025” before recommending the sale, bearing in mind a risk factor headed “The Buyer preferred equity we receive in the Asset Sale is illiquid and may not generate the value we expect”.
A separate amendment revises the disclosure on Identiv’s financial adviser, stating that Raymond James provided certain services to the company in the previous two years, including acting as a buy side adviser, and that “No fees have been paid by the Company to Raymond James in connection with such services.”
The supplement does not say whether Identiv intends to oppose the request for expedited proceedings. The complaint itself is not freely available online, as Delaware Chancery dockets sit behind the state’s paid filing system.
Read more at https://www.sec.gov/Archives/edgar/data/1036044/000119312526364047/d359123ddefa14a.htm
