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What changed in Identiv, Inc.'s 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of Identiv, Inc.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+324 added−327 removedSource: 10-K (2026-03-26) vs 10-K (2025-03-17)

Top changes in Identiv, Inc.'s 2025 10-K

324 paragraphs added · 327 removed · 261 edited across 7 sections

Item 1. Business

Business — how the company describes what it does

24 edited+1 added−1 removed35 unchanged
Biggest changeThrough our channel partnerships, we have early traction in each of these use cases and can see the value that RFID and BLE provides. We believe the EU’s forthcoming Digital Product Passport ("DPP") regulations also provide some significant tailwinds for growth in these areas. The third growth initiative is the expansion of our BLE/multi-component technology platform.
Biggest changeWe believe the EU’s forthcoming Digital Product Passport ("DPP") regulations also provide some significant tailwinds for growth in these areas. 4 The third growth initiative is the expansion of our BLE/multi-component technology platform. BLE is a next generation technology for IoT, providing benefits for certain applications that are challenging to address with traditional RFID technologies.
In addition, we may work with suppliers to improve process control and product design. For most of our product manufacturing, we utilize a global sourcing strategy which allows us to achieve economies of scale and uniform quality standards for our products. On an ongoing basis, we analyze the need to add alternative sources for both our products 5 and components.
In addition, we may work with suppliers to improve process control and product design. For most of our product manufacturing, we utilize a global sourcing strategy which allows us to achieve economies of scale and uniform quality standards for our products. On an ongoing basis, we analyze the need to add alternative sources for both our products and components.
To ensure that products manufactured by third parties are consistent with internal standards, our quality control programs include management of all key aspects of the production process, including establishing product specifications, selecting the components to be used to produce products, selecting the suppliers of these components and negotiating the prices for certain of these components.
To ensure that products manufactured by third parties are consistent with internal standards, our quality control programs include management of all key aspects of the production process, including establishing product specifications, selecting the components to be used to produce 5 products, selecting the suppliers of these components and negotiating the prices for certain of these components.
We intend to continue expanding our BLE capabilities and technologies through our current NPD projects; our strategic partnerships with BLE chip providers; and our own go-to-market strategy within healthcare. 4 The third part of our strategic framework is Transform . This pillar is focused on inorganic growth opportunities.
We intend to continue expanding our BLE capabilities and technologies through our current NPD projects; our strategic partnerships with BLE chip providers; and our own go-to-market strategy within healthcare. The third part of our strategic framework is Transform . This pillar is focused on inorganic growth opportunities.
Proprietary Technology and Intellectual Property We currently rely on a combination of patent, copyright and trademark laws, trade secrets, confidentiality agreements and contractual provisions to protect our proprietary rights.
Proprietary Technology and Intellectual Property We rely on a combination of patent, copyright and trademark laws, trade secrets, confidentiality agreements and contractual provisions to protect our proprietary rights.
In addition to its years of experience with printed batteries for active RFID and BLE solutions, our R&D team continuously evaluates alternate technologies and materials which would address our customer requirements. Our R&D team has a deep relationship with all major RFID, IoT and BLE chip manufacturers and evaluates next generation IC platforms prior to their mass market launch.
In addition to its experience with printed batteries for active RFID and BLE solutions, our R&D team continuously evaluates alternate technologies and materials which would address our customer requirements. Our R&D team has a deep relationship with all major RFID, IoT and BLE chip manufacturers and evaluates next generation IC platforms prior to their mass market launch.
The R&D team is composed of a core antenna design team, software and encoding specialists, and an experienced team of lab technicians who are all grouped under our NPD organization. The NPD team is augmented by seasoned project managers and a growing product management organization. Our Southeast Asian R&D team is predominantly built around our New Product Introduction (NPI) organization.
The R&D team is composed of a core antenna design team, software and encoding specialists, and an experienced team of lab technicians who are all grouped under our NPD organization. The NPD team is augmented by seasoned project managers and a growing product management organization. Our Southeast Asian R&D team is predominantly built around our NPI organization.
Our RFID devices which include tiny, low-cost RFID chips with highly tuned and optimized antennas, systems, software and security can be attached or integrated into almost any physical object, such as a prescription bottle, a plastic pallet, or a smart home device; the devices then communicate through radio frequency (“RF”) and harvest power from the radio signal of a phone or reader in order to run the chip.
Our RFID inlays, tags, and labels, which include tiny, low-cost RFID chips with highly tuned and optimized antennas, software and security can be attached or integrated into almost any physical object, such as a prescription bottle, a plastic pallet, or a smart home device; the devices then communicate through radio frequency (“RF”) and harvest power from the radio signal of a phone or reader in order to run the chip.
To date, we have experienced no work stoppages and believe that our employee relations are generally good. Corporate Information Our corporate headquarters is located in Santa Ana, California. We maintain research and development facilities in California, Germany, manufacturing facilities in Singapore and Thailand, and local operations and sales facilities in Germany and the United States.
To date, we have experienced no work stoppages and believe that our employee relations are generally good. Corporate Information Our corporate headquarters is located in Santa Ana, California. We maintain a research and development facility in Germany, a manufacturing facility in Thailand, and local operations and sales facilities in Germany and the United States.
For example, other than statements of historical facts, statements regarding our strategy, future operations and growth, financial position, expected financial or business results, projected costs, prospects, plans, market trends, potential market size, product attributes and benefits, growth drivers, competition and competitive advantages, objectives of management, management judgements and estimates, and the expected impact of changes in laws or accounting pronouncements constitute forward-looking statements.
For example, other than statements of historical facts, statements regarding our strategy, future operations and growth, financial position, expected financial or business results, projected costs, prospects, plans, market trends, potential market size, product attributes and benefits, expected benefits of our strategic partnerships, including supply agreements, growth drivers, competition and competitive advantages, objectives of management, management judgements and estimates, and the expected impact of changes in laws or accounting pronouncements constitute forward-looking statements.
Our IoT devices have been integrated into more than a billion and a half applications globally. By digitally enabling physical objects to connect to the cloud or a device reader, we make those objects more secure, responsive, feature-rich, interactive and customer-connected.
Our IoT inlays, tags, and labels have been integrated into more than a billion and a half applications globally. By digitally enabling physical objects to connect to the cloud or a device reader, we make those objects more secure, responsive, feature-rich, interactive and customer-connected.
RFID powers a wide range of IoT use cases, including product authenticity, customer engagement, enhanced consumer experiences, instrumentation and sensor enabling, brand protection, asset tracking, and tamper detection.
RFID powers a wide range of IoT use cases, including product authenticity, customer engagement, enhanced consumer experiences, instrumentation and sensor enabling, brand protection, asset tracking, supply chain management, and tamper detection.
We are implementing a stage gate process to manage our NPD project pipeline, which is designed to focus our time and R&D resources on the projects with the highest probability of success and discontinue those that we deem financially or technically unviable.
We have implemented a stage gate process to manage our NPD project pipeline, which is designed to focus our time and R&D resources on the projects with the highest probability of success and discontinue those that we deem financially or technically unviable.
Growth Strategy “ Perform, Accelerate, Transform ” is the strategy framework that we launched in the fourth quarter of 2024 to strengthen and optimize the performance of our core “channel” business, accelerate our growth, and ultimately transform the business. First, Perform is focused on strengthening, optimizing, and growing our core “channel” business.
Growth Strategy “ Perform, Accelerate, Transform ” is the strategy framework that we launched in the fourth quarter of 2024 to strengthen and optimize the performance of our core “channel” business, accelerate our growth, with the goal of transforming the business. First, Perform is focused on strengthening, optimizing, and growing our core “channel” business.
Our healthcare growth initiative will focus on three priority areas - medication adherence for home use drug delivery devices, consumable authentication for medical devices and diagnostic test equipment, and condition monitoring for biologics and clinical specimens.
Our healthcare growth initiative is focused on three priority areas - medication adherence for home use drug delivery devices, consumable authentication for medical devices and diagnostic test equipment, and condition monitoring for biologics and clinical specimens.
We intend to address several specific use cases: inventory management of plastic pallets and bins in retail distribution centers; smart packaging for luxury products to combat counterfeiting; and home device consumable authentication to reduce counterfeiting and ensure proper assembly and use.
We are focused on several specific use cases: inventory management of plastic pallets and bins in retail distribution centers; smart packaging for luxury products to combat counterfeiting; and home device consumable authentication to reduce counterfeiting and ensure proper assembly and use.
Manufacturing and Sources of Supply Our RFID devices are predominantly manufactured by our own internal manufacturing teams, principally in Thailand and supported by Singapore, primarily using locally sourced components. Our production facilities are certified to the ISO 9001:2015 and ISO 14001:2015 quality manufacturing standard. We have implemented quality control programs to satisfy customer requirements for high quality and reliable products.
Manufacturing and Sources of Supply Our RFID devices are predominantly manufactured by our own internal manufacturing team in Thailand, primarily using locally sourced components. Our production facility is certified to the ISO 9001:2015 and ISO 14001:2015 quality manufacturing standard. We have implemented quality control programs to satisfy customer requirements for high quality and reliable products.
Factors that could cause our actual results to differ materially from our expectations include, but are not limited to our ability to successfully execute our growth strategy and business plan and develop, manufacture and sell products and solutions for targeted industry segments; our ability to successfully penetrate the healthcare industry and other high-value end markets; continued market acceptance and growth or expansion in our target markets; our ability to successfully compete; our history of losses; the impact of recent changes in management; the effects of product and component shortages; the benefits and attributes of our products and services; the level of customer orders; the ability of our products to perform as expected; fluctuations in net cash provided and used by operating, financing and investing activities; sources and uses of our cash, and expense levels; the loss of significant customers or types of business; the impact of macroeconomic conditions, including inflation, on our business; the sale of our Physical Security Business; and the risks discussed elsewhere in this Annual Report under the heading “Risk Factors”.
Factors that could cause our actual results to differ materially from our expectations include, but are not limited to our ability to successfully execute our growth strategy and business plan and develop, manufacture and sell products and solutions for targeted industry segments; our ability to successfully penetrate the healthcare industry and other high-value end markets; continued market acceptance and growth or expansion in our target markets; our ability to perform under and comply with the terms of our strategic partnerships and contracts, including supply agreements; our ability to successfully compete; our history of losses; the effects of product and component shortages; the benefits and attributes of our products and services; the level of customer orders; the ability of our products to perform as expected; fluctuations in net cash provided and used by operating, financing and investing activities; sources and uses of our cash, and expense levels; the loss of significant customers, suppliers, partners or types of business; the impact of macroeconomic conditions, including inflation, tariffs and increases in prices on our business; and the risks discussed elsewhere in this Annual Report under the heading “Risk Factors”.
We have confirmed through primary and secondary market research that each of these areas has significant unmet needs and a meaningful addressable market that can be addressed through RFID and BLE solutions. The second growth initiative will focus on non-healthcare high-value segments.
We have confirmed through customer discussions and primary and secondary market research that each of these areas has significant unmet needs and a meaningful addressable market that can be addressed through RFID and BLE solutions. The second growth initiative is focused on consumer and logistics high-value segments.
We are in the process of establishing a dedicated business development team to pursue opportunities within the six applications highlighted in the "Accelerate" pillar of our growth plan. This team will leverage the knowledge and expertise gained from developing RFID devices for specific customer applications, and will be tasked with driving growth across our target segments.
We have also established a dedicated business development team to pursue opportunities within the six applications highlighted in the "Accelerate" pillar of our growth plan. This team leverages the knowledge and expertise gained from developing RFID devices for specific customer applications, and is tasked with driving growth across our target applications.
As of December 31, 2024, we had 166 employees, of which 20 were in research and development, 15 were in sales and marketing, 106 were in manufacturing and 25 were in general and administrative. We are not subject to any collective bargaining agreements and, to our knowledge, none of our employees are currently represented by a labor union.
As of December 31, 2025, we had 155 employees, of which 24 were in research and development, 17 were in sales and marketing, 88 were in manufacturing and 26 were in general and administrative. We are not subject to any collective bargaining agreements and, to our knowledge, none of our employees are currently represented by a labor union.
We intend to focus on higher margin opportunities with our existing customers and channel partners; expand gross margins by completing the transition to our manufacturing facility in Thailand; execute our new product development (“NPD”) projects with discipline; and delight our customers with excellent customer support and timely product delivery.
We are focused on higher margin opportunities with our existing customers and channel partners; realizing the full benefits of the complete transition to our manufacturing facility in Thailand; executing our new product development (“NPD”) projects with discipline; and delighting our customers with excellent customer support and timely product delivery.
Furthermore, the device must perform reliably in real-world environments. We design the systems, the antennas, software, security and physical form that connect the chips, access their capabilities, manage RF communications and 3 power conversion, and enable the platform for the digital experience, all harmoniously integrated with the physical experience of the product.
Furthermore, the device must perform reliably in real-world environments. We design the inlays, including specifying the chip, designing the antennas, embedding the software, enabling security 3 features, and identifying the appropriate materials to support the necessary physical form, that ultimately connect the chips, access their capabilities, manage RF communications and power conversion, and enable the platform for the digital experience.
We have a broad portfolio of device designs, including patented technologies like tag-on-metal, and intellectual property ("IP") we have developed working with early adopters of RFID in multiple customer verticals including mobility and healthcare. We work closely with our customers to build the analog bridge and system to make the device function across radio frequencies.
We have a broad portfolio of device designs, including patented technologies like tag-on-metal, and intellectual property ("IP") we have developed working with early adopters of RFID in multiple customer verticals including smart consumer devices and healthcare. We work closely with our customers to optimize designs so our RFID devices integrate seamlessly into the end solution being built by our customer.
Removed
BLE is a next generation technology for IoT, providing benefits for certain applications that are challenging to address with traditional RFID technologies.
Added
We recently announced signing a multi-year, exclusive supply agreement with IFCO, a global provider of reusable packaging solutions for fresh food, to develop and supply next-generation smart BLE labels to be applied to IFCO's pool of reusable plastic containers. Through our channel partnerships, we have traction in the other two priority use cases.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

56 edited+21 added−14 removed100 unchanged
Biggest changeA material disruption or loss at any of our manufacturing facilities could materially adversely affect our business, results of operations and financial condition. We maintain manufacturing facilities in Singapore and Thailand.
Biggest changeFor additional information regarding our exposure to U.S. trade policy changes and tariffs, see the risk factor entitled “— Changes in U.S. trade policy and the impact of tariffs may have a material adverse effect on our business and results of operations. ” A material disruption or loss at our sole manufacturing facility could materially adversely affect our business, results of operations and financial condition.
Delaware law imposes some restrictions on mergers and other business combinations between us and any holder of 15% or more of our outstanding common stock. In addition, our board of directors has the right to issue preferred stock without stockholder approval, which could be used to dilute the stock ownership of a potential hostile acquirer.
Delaware law imposes some restrictions on mergers and business combinations between us and any holder of 15% or more of our outstanding common stock. In addition, our board of directors has the right to issue preferred stock without stockholder approval, which could be used to dilute the stock ownership of a potential hostile acquirer.
Disruption or termination of the supply of components or software used in our products could delay shipments of our products, which could have a material adverse effect on our business and operating results and could also damage relationships with current and prospective customers. Many of our products are manufactured outside the U.S. by contract manufacturers.
Disruption or termination of the supply of components or software used in our products could delay shipments of our products, which could have a material adverse effect on our business and operating results and could also damage relationships with current and prospective customers. 12 Many of our products are manufactured outside the U.S. by contract manufacturers.
If we are not able to get the necessary products and components on a timely basis, our business, financial condition and results of operations may be adversely affected. 9 Our financial performance depends on the extent and pace of RFID market adoption and end-user adoption of our RFID products and the timing of new customer deployments.
If we are not able to get the necessary products and components on a timely basis, our business, financial condition and results of operations may be adversely affected. Our financial performance depends on the extent and pace of RFID market adoption and end-user adoption of our RFID products and the timing of new customer deployments.
If we or our prime contractor partners cannot obtain required government approvals under applicable regulations, we may not be able to sell our products in certain international jurisdictions. 11 A portion of our revenue is through channel partners, and the loss of channel partners could result in decreased revenue.
If we or our prime contractor partners cannot obtain required government approvals under applicable regulations, we may not be able to sell our products in certain international jurisdictions. A portion of our revenue is through channel partners, and the loss of channel partners could result in decreased revenue.
If we are unable to generate sufficient revenue, these increased expenses as a percentage of our revenue may have an adverse effect on our business, financial condition and results of operations. 15 General Risk Factors Our stock price has been and is likely to remain volatile.
If we are unable to generate sufficient revenue, these increased expenses as a percentage of our revenue may have an adverse effect on our business, financial condition and results of operations. General Risk Factors Our stock price has been and is likely to remain volatile.
Many of our current and potential competitors have significantly greater financial, technical, marketing, purchasing and other resources than we do. As a result, our competitors may be able to respond more quickly to new or emerging technologies or standards and to changes in customer requirements.
Many of our current and potential competitors have significantly greater financial, technical, marketing, purchasing and other resources than we do. As a result, our competitors may be able to respond more quickly to new or emerging technologies or standards 10 and to changes in customer requirements.
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, 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 (the “Purchase Agreement”), by and between the Company and Buyer.
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 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 (the “Purchase Agreement”), by and between the Company and Buyer.
Our management and other personnel need to devote a substantial amount of time to these compliance and disclosure obligations. If these requirements divert the attention of our management and personnel from other aspects of our business, they could have a material adverse effect on our business, financial condition and results of operations.
Our management and other personnel need to devote a substantial amount of time to these compliance and disclosure obligations. If these requirements divert the attention of our management and personnel from other aspects 15 of our business, they could have a material adverse effect on our business, financial condition and results of operations.
Effective internal controls are necessary for us to provide reliable financial reports and prevent fraud. If we identify one or 14 more material weaknesses in our internal controls, our management will be unable to conclude that our internal control over financial reporting is effective.
Effective internal controls are necessary for us to provide reliable financial reports and prevent fraud. If we identify one or more material weaknesses in our internal controls, our management will be unable to conclude that our internal control over financial reporting is effective.
Under the unitary patent system, European applications have the option, upon grant of a patent, of becoming a Unitary Patent which will be subject to the jurisdiction of the Unitary Patent Court ("UPC"). As the UPC is a new court system, there is no precedent for the court, increasing the uncertainty of any litigation.
Under the unitary patent system, European applications have the option, upon grant of a patent, of 14 becoming a Unitary Patent which will be subject to the jurisdiction of the Unitary Patent Court ("UPC"). As the UPC is a new court system, there is no precedent for the court, increasing the uncertainty of any litigation.
Changes in services, sources of revenue, and branding or rebranding initiatives may involve substantial costs and may not be favorably received by customers, resulting in an adverse impact on our financial results, financial condition and stock price.
Changes in services, sources of revenue, and branding or rebranding initiatives may involve substantial costs and may not be favorably received by customers, resulting in an 7 adverse impact on our financial results, financial condition and stock price.
Despite implementation of security measures, our systems are vulnerable to damages from computer viruses, computer denial-of-service attacks, worms, and other malicious software programs or other attacks, covert introduction of malware to computers and networks, unauthorized access, including impersonation of unauthorized users, efforts to discover and exploit any security vulnerabilities or securities weaknesses, and other similar disruptions.
Despite implementation of security measures, our systems are vulnerable to damage from computer viruses, computer denial-of-service attacks, worms, and other malicious software programs or other attacks, covert introduction of malware to computers and networks, unauthorized access, including impersonation of unauthorized users, efforts to discover and exploit any security vulnerabilities or securities weaknesses, and other similar disruptions.
During fiscal years 2024 and 2023, we were impacted by adverse macroeconomic conditions including but not limited to inflation, foreign currency fluctuations, and the slowdown of economic activity around the globe. Adverse conditions included experiencing delays and reductions in customer orders, shifting supply chain availability and component shortages.
During fiscal years 2025 and 2024, we were impacted by adverse macroeconomic conditions including but not limited to inflation, foreign currency fluctuations, and the slowdown of economic activity around the globe. Adverse conditions included experiencing delays and reductions in customer orders, shifting supply chain availability and component shortages.
In addition, cyberattacks may cause us to incur significant remediation costs, result in product development delays, disrupt key business operations, and divert attention of management and key information technology resources. These incidents could also subject us to liability, expose us to significant expense, and cause significant harm to our reputation and our business.
In addition, cyberattacks may cause us to incur significant remediation costs, result in product development delays, disrupt key business operations, and divert attention of management and key information technology resources. These incidents could also subject us to liability, expose us to significant expenses, and cause significant harm to our reputation and our business.
We sell a significant portion of our products and solutions to partners in the channel, such as convertors. Our products are components of solutions that these channel partners then sell to their end customers.
We sell a significant portion of our products and solutions to partners in the channel, such as converters. Our products are components of solutions that these channel partners then sell to their end customers.
Any failure to realize the intended benefits of the Asset Sale could have a material adverse impact on our future operating results and financial condition and could materially and adversely affect our stock price or trading volume .
Any failure to realize the intended benefits of the Asset Sale could have a material adverse impact on our future operating results and financial condition and has and may continue to materially and adversely affect our stock price or trading volume .
Our certificate of incorporation and bylaws and Delaware law contain provisions that could make it more difficult for a third party to acquire us or enter into a material transaction with us without the consent of our board of directors. These provisions include a classified board of directors and limitations on actions by our stockholders by written consent.
Our certificate of incorporation and bylaws and Delaware law contain provisions that could make it more difficult for a third party to acquire us or enter into a material transaction with us without the consent of our board of directors including limitations on actions by our stockholders by written consent.
Volatility in our stock price may result from a number of factors, some of which are beyond our control, including, among others: • fluctuations in the trading volume of our shares or the size of our public float; • technical trading patterns of our stock; • variations in our or our competitors’ financial and/or operational results; • fluctuations in market value of comparable companies in any of our markets; • announcements of new offerings, products, strategic relationships, acquisitions, customer wins or losses, organizational changes, or other events by us or our competitors; • comments and forecasts by securities analysts; • litigation developments; • departures of key employees; • regulatory developments in the U.S., foreign countries, or both; • global developments, including war, acts of terrorism, natural disasters, public health crises, and other such events; and • general economic conditions and trends.
Volatility in our stock price may result from a number of factors, some of which are beyond our control, including, among others: • fluctuations in the trading volume of our shares or the size of our public float; • technical trading patterns of our stock; • variations in our or our competitors’ financial and/or operational results; • fluctuations in market value of comparable companies in any of our markets; • announcements of new offerings, products, strategic relationships, acquisitions, customer wins or losses, organizational changes, or other events by us or our competitors; • comments and forecasts by securities analysts; • litigation developments; • departures of key employees; • regulatory developments in the U.S., foreign countries, or both; • global developments, including war and military conflicts (such as the ongoing conflict in Iran and the surrounding region and the conflict between Russia and Ukraine), acts of terrorism, natural disasters, public health crises, and other such events; and • general economic conditions and trends.
Such conditions, including but not limited to inflation, tariffs, sanctions or other trade restrictions, slower growth or recession, higher interest rates and currency fluctuations, and other conditions that may impact consumer confidence and spending may adversely affect demand for our products.
Such conditions, including but not limited to geopolitical tensions, inflation, tariffs, sanctions or other trade restrictions, slower growth or recession, higher interest rates and currency fluctuations, and other conditions that may impact market volatility, consumer confidence and spending may adversely affect demand for our products and our operations.
If our operating results in any future period fall below the expectations of securities analysts and investors, or the guidance that we provide, the market price of our stock would likely decline. 12 Factors that have caused our results to fluctuate in the past and which are likely to affect us in the future include the following: • business and economic conditions overall and in our markets; • the timing and size of customer orders, including orders that may be tied to annual or other budgetary cycles, seasonal demand, product plans or program roll-out schedules; • the absence of significant backlog in our business; • cancellations or delays of customer orders or the loss of a significant customer; • the length of sales cycles associated with our product or service offerings; • variations in the mix of products we sell; • reductions in the average selling prices that we are able to charge due to competition, new product introductions or other factors; • the impact of increasing freight and logistics costs; • our ability to obtain an adequate supply of quality components and to deliver our products on a timely basis; • our inventory levels and the inventory levels of our customers; • the extent to which we invest in research and development, sales and marketing, and other expense categories; • acquisitions, dispositions or organizational restructuring; • fluctuations in the value of foreign currencies against the U.S. dollar; • the cost or impact of litigation; and • the write-off of trade receivables and investments.
Factors that have caused our results to fluctuate in the past and which are likely to affect us in the future include the following: • business and economic conditions overall and in our markets; • the timing and size of customer orders, including orders that may be tied to annual or other budgetary cycles, seasonal demand, product plans or program roll-out schedules; • the absence of significant backlog in our business; • cancellations or delays of customer orders or the loss of a significant customer; • the length of sales cycles associated with our product or service offerings; • variations in the mix of products we sell; • reductions in the average selling prices that we are able to charge due to competition, new product introductions or other factors; • the impact of increasing tariffs, and freight and logistics costs; • our ability to obtain an adequate supply of quality components and to deliver our products on a timely basis; • our inventory levels and the inventory levels of our customers; • the extent to which we invest in research and development, sales and marketing, and other expense categories; • acquisitions, dispositions or organizational restructuring; 13 • fluctuations in the value of foreign currencies against the U.S. dollar; • the cost or impact of litigation; and • the write-off of trade receivables and investments.
If we are unable to meet end-user or customer volume or performance expectations, then our business prospects may be adversely affected.
If we are unable to meet end-user or customer volume or performance expectations, then our results of operations and business prospects may be adversely affected.
We could also be subject to sanctions or investigations by Nasdaq, the SEC and other regulatory authorities. We incur significant expenses and administrative burdens as a public company, which could have an adverse effect on our business, financial condition and results of operations. We incur significant legal, accounting, administrative and other costs and expenses as a public company.
We could also be subject to fines or investigations by The Nasdaq Stock Market LLC ("Nasdaq"), the SEC and other regulatory authorities. We incur significant expenses and administrative burdens as a public company, which could have an adverse effect on our business, financial condition and results of operations.
Item 1A. Risk Factors Risks Related to our Business, Products, and Industry The growing number of competitors in the RFID industry is posing additional risks to our business. As the RFID industry continues to grow, there has been an increase in the number of companies entering the market, including from China.
The growing number of competitors in the RFID industry is posing additional risks to our business. As the RFID industry continues to grow, there has been an increase in the number of companies entering the market, including from China.
Failure to expand our business to penetrate new markets and scale successfully within those markets may negatively impact our revenues and financial condition. Our growth strategy depends in part on our ability to penetrate emerging markets, such as the medical device market, and scale successfully within those markets.
Item 1A. Risk Factors Risks Related to our Business, Products, and Industry Failure to expand our business to penetrate new markets and scale successfully within those markets may negatively impact our revenues and financial condition. Our growth strategy depends in part on our ability to penetrate emerging markets, such as the medical device market, and scale successfully within those markets.
Sales to our ten largest customers accounted for 51% and 65% of total net revenue in 2024 and 2023, respectively. One customer accounted for 11% of net revenue in 2024, while one customer accounted for 32% of net revenue in 2023.
Sales to our ten largest customers accounted for 54% and 51% of total net revenue in 2025 and 2024, respectively. One customer accounted for 15% of net revenue in 2025, while one customer accounted for 11% of net revenue in 2024.
Because many of our products are sold and a significant portion of our business is conducted outside the U.S., our exposure to intellectual property risks may be higher. Our efforts to protect our proprietary and intellectual property rights may not be adequate.
In addition, the laws of some foreign countries do not protect proprietary and intellectual property rights to the same extent as do the laws in the U.S. Because many of our products are sold and a significant portion of our business is conducted outside the U.S., our exposure to intellectual property risks may be higher.
As an example, the complexity and uncertainty of European patent laws have increased in recent years. In Europe, a new unitary patent system took effect June 1, 2023 which will significantly impact European patents, including those granted before the introduction of such a system.
In Europe, a new unitary patent system took effect June 1, 2023 which will significantly impact European patents, including those granted before the introduction of such a system.
Our board may also may also use the funds to repurchase our capital stock pursuant to our Stock Repurchase Program (as defined below); for working capital and other general corporate purposes, which may include sales and marketing activities, research and development, general and administrative matters and capital expenditures; to invest in or acquire complementary businesses, products, services, technologies or assets; or to otherwise execute our growth strategy.
Our board of directors has discretion regarding the use of proceeds from the Asset Sale and may use the funds: to repurchase our capital stock pursuant to our $10 million Stock Repurchase Program (as defined below), which was effective November 15, 2024; to pursue growth opportunities for our business; for working capital and other general corporate purposes, which may include sales and marketing activities, research and development, general and administrative matters and capital expenditures; to invest in or acquire complementary businesses, products, services, technologies or assets; or to otherwise execute our growth strategy.
Such disruptions could result in delays or cancellations of customer orders or delays or interruptions in the production or shipment of products. Data security breaches involving customers could affect their financial condition and ability to continue to purchase our products.
Cyberattacks, such as computer viruses, or other forms of cyber terrorism, may disrupt access to our network or storage applications. Such disruptions could result in delays or cancellations of customer orders or delays or interruptions in the production or shipment of products. Data security breaches involving customers could affect their financial condition and ability to continue to purchase our products.
Uncertainty 7 regarding the use of proceeds from the Asset Sale may negatively impact the value of our common stock. While our board of directors has approved the Stock Repurchase Program, we cannot guarantee that the program will be fully completed.
Uncertainty regarding the use of proceeds from the Asset Sale may negatively impact the value of our common stock. While our board of directors approved the Stock Repurchase Program, we cannot guarantee that the program will be fully completed. The program does not obligate us to repurchase any specific dollar amount or number of shares of our common stock.
We cannot predict the effect of exchange rate fluctuations upon future operating results. The effect of currency exchange rate changes may increase or decrease our costs and/or revenues in any given period, and we may experience currency losses in the future.
We cannot predict the effect of exchange rate fluctuations upon future operating results. The effect of currency exchange rate changes may increase or decrease our costs and/or revenues in any given period, and we may experience currency losses in the future. To date, we have not adopted a hedging program to protect against the risks associated with foreign currency fluctuations.
We depend on a number of suppliers and contract manufacturers for the production of our products and components making us potentially vulnerable to supply disruption. Our reliance on suppliers and contract manufacturers for the production of our products and components has and may continue to result in product delivery problems and delays.
Our reliance on suppliers and contract manufacturers for the production of our products and components has and may continue to result in product delivery problems and delays. We may suffer a disruption if the supply of components causes us to be unable to purchase sufficient components on a timely basis.
Uncertainty regarding the use of proceeds from the Asset Sale and our future operations may negatively impact the value of our common stock.
The occurrence of any of these risks could harm our business, results of operations, and financial condition . Uncertainty regarding the use of proceeds from the Asset Sale and our future operations may negatively impact the value of our common stock.
To support our global sales, customer base and product development activities, we maintain offices and/or business operations in several locations around the world, including the Germany, Japan, Singapore, Thailand, and the U.S. We also maintain manufacturing facilities in Singapore and Thailand and engage contract manufacturers in multiple countries outside the U.S .
We market and sell our products and solutions to customers in many countries around the world. To support our global sales, customer base and product development activities, we maintain offices and/or business operations in several locations around the world, including Germany, Thailand, and the U.S.
If we are unable to provide a solution to actual or potential product defects that is acceptable to our customers, we may be required to incur substantial costs for product recall, repair and replacement, or costs related to legal or warranty claims made against us.
If we are unable to provide a solution to actual or potential product defects that is acceptable to our customers, we may be required to incur substantial costs for product recall, repair and replacement, or costs related to legal or warranty claims made against us. 11 The global nature of our business exposes us to operational, regulatory, political, and financial risks and our results of operations could be adversely affected if we are unable to manage them effectively.
We believe that period-to-period comparisons of our operating results are not necessarily meaningful, but securities analysts and investors often rely upon these comparisons as indicators of future performance.
We believe that period-to-period comparisons of our operating results are not necessarily meaningful, but securities analysts and investors often rely upon these comparisons as indicators of future performance. If our operating results in any future period fall below the expectations of securities analysts and investors, or the guidance that we provide, the market price of our stock would likely decline.
As of March 1, 2025, 671, 219 shares of common stock are reserved for future grants and outstanding equity awards under our equity incentive plans and 8,506,556 shares of common stock are reserved for future issuance in connection with the conversion of our preferred stock.
As of March 2, 2026, 1,092,015 shares of common stock are reserved for future grants and outstanding equity awards under our equity incentive plans and 8,756,341 shares of common stock are reserved for future issuance in connection with other potential issuances, including conversion of our preferred stock.
If any or a portion of our facilities were to suffer a disruption, shutdown or catastrophic loss due to fire, flood, earthquake, terrorism or other natural or man-made disasters, including manufacturing challenges such as equipment or IT failure, or if one of our facilities is found not to be in compliance with regulatory requirements, we may not be able to timely supply our customers.
If all or a portion of our facility was to suffer a disruption, shutdown or catastrophic loss due to fire, flood, earthquake, terrorism or other natural or man-made disasters, including manufacturing challenges such as equipment or IT failure, or if our facility is found not to be in compliance with regulatory requirements, we may not be able to timely supply our customers. 9 Establishing a new manufacturing facility or transferring production to an alternative facility would require substantial lead time and capital investment, including costs associated with equipment procurement and installation and regulatory approvals.
The program does not obligate us to repurchase any specific dollar amount or number of shares of our common stock. Additionally, it may be suspended or terminated at any time at our discretion. We may use the net proceeds for purposes that do not yield a significant return or any return at all for our stockholders.
Additionally, it may be suspended or terminated at any time at our discretion. We may use the net proceeds from the Asset Sale for purposes that do not yield a significant return or any return at all for our stockholders.
Adverse global and regional economic conditions have and may continue to materially adversely affect our business, results of operations and financial condition. 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 located in China, Singapore, and Thailand/Southeast Asia.
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 located in China, Singapore, and Thailand/Southeast Asia.
In addition, we have and will continue to experience a significant decrease in revenue as a result of the sale of the Physical Security Business.
We cannot provide any assurances that we will realize the intended benefits of the Asset Sale, or realize our goals for the IoT Business. In addition, we have and will continue to experience a significant decrease in revenue as a result of the sale of the Physical Security Business.
Thailand, for example, is a region with a known, and recent, history of flooding. Interruptions to production could disrupt our operations, harm our reputation, delay production and shipments, delay or reduce sales and revenue and adversely affect our ability to attract or retain our customers. In addition, any interruption in production capability could require us to make substantial capital expenditures.
Any interruptions in production could disrupt our operations, harm our reputation, delay production and shipments, delay or reduce sales and revenue and adversely affect our ability to attract or retain our customers. Such interruptions could also require us to incur significant capital expenditures.
The impact of health epidemics, pandemics and other outbreaks of infectious disease, such as the global pandemic caused by COVID-19, could negatively impact our operations, supply chain and customer base.
The impact of health epidemics, pandemics and other outbreaks of infectious disease could negatively impact our operations, supply chain and customer base. Our business and operations have and may in the future be adversely affected by health epidemics, pandemics and other outbreaks of infectious disease.
Our future success will depend, in part, upon our intellectual property rights and our ability to protect these rights. We rely on a combination of patent, copyright, trademark and trade secret laws, nondisclosure agreements and other contractual provisions to establish, maintain and protect our proprietary rights.
We rely on a combination of patent, copyright, trademark and trade secret laws, nondisclosure agreements and other contractual provisions to establish, maintain and protect our proprietary rights. From time to time, we may be required to use litigation to protect our proprietary technology.
Provisions in our charter documents and Delaware law may delay or prevent our acquisition by another company, which could decrease the value of your shares.
The issuance of additional shares of common stock or preferred stock or other securities, or the perception that such issuances could occur, may create downward pressure on the trading price of our common stock. 16 Provisions in our charter documents and Delaware law may delay or prevent our acquisition by another company, which could decrease the value of your shares.
Despite our efforts to protect our proprietary rights, unauthorized third parties may copy aspects of our products, obtain and use information that we regard as proprietary, or infringe upon our patents. In addition, the laws of some foreign countries do not protect proprietary and intellectual property rights to the same extent as do the laws in the U.S.
As a result, we may incur substantial costs and we may not be successful in any such litigation. Despite our efforts to protect our proprietary rights, unauthorized third parties may copy aspects of our products, obtain and use information that we regard as proprietary, or infringe upon our patents.
Any such theft, loss, or misuse of personal data collected, used, stored, or transferred by us to run our business could result in significantly increased security costs or costs related to defending legal claims. 10 Cyberattacks, such as computer viruses, or other forms of cyber terrorism, may disrupt access to our network or storage applications.
A data security breach could also lead to public exposure of personal information of employees, customers, and others. Any such theft, loss, or misuse of personal data collected, used, stored, or transferred by us to run our business could result in significantly increased security costs or costs related to defending legal claims.
The COVID-19 pandemic and efforts to control its spread severely restricted the level of economic activity around the world, which impacted the timing of demand for our products. Our operations and supply chains for certain of our products may be negatively impacted by the regional or global outbreak of illnesses.
Our operations and supply chains for certain of our products may be negatively impacted by the regional or global outbreak of illnesses.
The disruption or loss of production in one or both of our manufacturing facilities for more than a short period of time could have a material adverse effect on our liquidity, financial position and results of operations. Any losses due to these events may not be covered by our existing insurance policies or may be subject to deductibles.
If our manufacturing facility becomes unavailable, we may be unable to secure a new manufacturing facility on acceptable terms, or at all. The disruption or loss of production in our manufacturing facility for more than a short period of time could have a material adverse effect on our liquidity, financial position and results of operations.
To date, we have not adopted a hedging program to protect against the risks associated with foreign currency fluctuations. 13 Risks Related to Our Intellectual Property We may not be able to protect our intellectual property rights, which could make us less competitive and cause us to lose market share.
Risks Related to Our Intellectual Property We may not be able to protect our intellectual property rights, which could make us less competitive and cause us to lose market share. Our future success will depend, in part, upon our intellectual property rights and our ability to protect these rights.
Additionally, there is a risk that our competitors will independently develop similar technology or duplicate our products or design around patents or other intellectual property rights. If we are unsuccessful in protecting our intellectual property or our products or technologies are duplicated by others, our competitive position could be harmed and we could lose market share.
Our efforts to protect our proprietary and intellectual property rights may not be adequate. Additionally, there is a risk that our competitors will independently develop similar technology or duplicate our products or design around patents or other intellectual property rights.
We may suffer a disruption if the supply of components causes us to be unable to purchase sufficient components on a timely basis. For example, the global semiconductor shortage that began in 2021 has and may continue to adversely impact our ability to meet product demand in a timely fashion.
For example, the global semiconductor shortage that began in 2021 adversely impacted our ability to meet product demand in a timely fashion and had a negative impact on our revenue and operating results.
In addition, any new securities that we issue may have rights senior to those of our common stock. The issuance of additional shares of common stock or preferred stock or other securities, or the perception that such issuances could occur, may create downward pressure on the trading price of our common stock.
In addition, any new securities that we issue may have rights senior to those of our common stock.
This shortage may persist for an indefinite period of time and has and may continue to have a negative impact on our revenue and operating results. Low inventory levels can affect our ability to meet customer demand, lengthen lead times and potentially cause us to miss opportunities, lose market share and/or damage customer relationships, also adversely affecting our business.
Low inventory levels can affect our ability to meet customer demand, lengthen lead times and potentially cause us to miss opportunities, lose market share and/or damage customer relationships, also adversely affecting our business. Although we have taken steps to ensure we have adequate supply for expected customer demand, there can be no assurance that our efforts will be successful.
As consideration for the Asset Sale, the Company received approximately $143.9 million in cash. Our board of directors has discretion regarding the use of proceeds from the Asset Sale and plans to use a portion of the net proceeds to pursue growth opportunities for our business. It has also approved a $10 million stock repurchase program.
As consideration for the Asset Sale, the Company received gross proceeds of approximately $143.9 million in cash.
Removed
We cannot provide any assurances that we will realize the intended benefits of the Asset Sale. We expect to continue to focus our resources, capital, and management attention towards expanding our IoT Business. However, we may not be able to realize our goals for the IoT Business.
Added
Changes in U.S. trade policy and the impact of tariffs may have a material adverse effect on our business and results of operations. Our business, financial condition and results of operations may be adversely affected by uncertainty and changes in U.S. trade policies, including tariffs, trade agreements or other trade restrictions imposed by the U.S. or other governments.
Removed
The occurrence of any of these risks could harm our business, results of operations, and financial condition . Changes in management following the Asset Sale may adversely affect our business. We have experienced changes in management following the closing of the Asset Sale, including a new Chief Executive Officer.
Added
For example, during fiscal 2025, the U.S. government enacted changes to its trade policy, including increasing tariffs on imports, in some cases significantly. Several of these tariff actions were followed by announcements of limited exemptions, temporary pauses, and retaliatory measures against certain U.S. imports. On February 20, 2026, the U.S.
Removed
In connection with these changes in management and the sale of our Physical Security Business, there have been and will continue to be changes to our operations and our key strategies and tactical initiatives related to our business over time.
Added
Supreme Court invalidated tariffs imposed under the International Emergency Economic Powers Act. The U.S. government subsequently initiated new tariffs at different rates under alternative legislative powers.
Removed
If we do not successfully implement and adapt to these changes, we may be unable to successfully execute our long-term business development plans, which could adversely affect our financial condition and results of operations.
Added
As of December 31, 2025, approximately 15% of our business is exposed to U.S. tariffs due to our manufacturing in Thailand. 8 The imposition of, or increase in, tariffs applicable to us, including reciprocal tariffs, has and will continue to increase the cost of importing our products.
Removed
Further, our future performance will depend, in part, on the successful transition of our workforce to our new operating and organizational structure, and our inability to successfully manage these transitions could be viewed negatively by our customers, employees, investors and other third-party partners, and could have an adverse impact on our business and results of operations . 8 The separation of the Physical Security Business following the Asset Sale may significantly disrupt our operations.
Added
This could in turn increase our costs unless we are able to implement actions to offset these costs, such as leveraging tariff exemptions where possible, taking actions to optimize our supply chain or source from alternative suppliers, or increasing our prices.
Removed
The separation of the Physical Security Business from our operations and financial reporting and corporate functions has required us to reconfigure our system processes, transactions, data and controls. This transition has required significant management attention, capital and personnel resources, and the coordination of our system providers and internal business teams.
Added
While we have developed a pass-through strategy intended to protect margins, the amount of Thailand-origin components required to obtain a valid certificate of origin remains uncertain, particularly in light of recent U.S. enforcement efforts aimed at preventing transshipment.
Removed
We may experience difficulties, including delays and higher than anticipated costs related to capital and personnel resources, as we continue to manage these changes, including loss or corruption of data, delays in finalizing our financial records for each accounting period and related delays in completion of our financial reporting, unanticipated expenses, and lost revenue.
Added
We do not believe our activities constitute transshipments; however, in the event our products are determined to be transshipments, they would be subject to higher tariffs. There can be no assurance that our efforts will be successful or that we will be able to successfully offset or mitigate the resulting increase in our costs.
Removed
In addition, any delays in finalizing our records could result in our failure to timely file our periodic reports with the SEC, which could limit our access to the public markets to raise debt or equity capital, restrict our ability to issue equity securities, and result in the delisting of our common stock and/or regulatory sanctions from the SEC or The Nasdaq Stock Market LLC ("Nasdaq"), any of which could have a material adverse impact on our operations.
Added
If we are unable to pass on any cost increases or if supply and demand conditions will not support price increases for our products, our revenue and gross margin would be negatively impacted. In addition, retaliatory actions by other countries in response to U.S. trade policy could increase prices for our products and could negatively affect demand for our products.
Removed
Difficulties in continuing to implement the separation of the Physical Security Business could disrupt our operations, divert management’s attention from key strategic initiatives and have an adverse effect on our results of operations, financial condition and cash flows .
Added
Tariffs or other trade restrictions may also lead to increased costs for our customers, declining consumer confidence, significant inflation and diminished expectations for the economy, as well as reduced demand for our products. Such conditions could have a material adverse impact on our business, results of operations and cash flows.
Removed
Although we have taken steps to ensure we have adequate supply for expected customer demand, there can be no assurance that our efforts will be successful.
Added
In addition, tariff actions by the U.S. and retaliatory actions by other countries have caused and may in the future cause significant disruption and volatility in the financial markets, which could adversely affect the availability, terms and cost of capital, which in turn could increase our costs of capital and limit our access to external financing sources.
Removed
A data security breach could also lead to public exposure of personal information of employees, customers, and others.
Added
Changes in tariffs and trade restrictions have and may continue to be announced with little or no advance notice. The adoption and expansion of tariffs or other trade restrictions, increasing trade tensions, or other changes in governmental policies related to tariffs, trade agreements or trade policies are difficult to predict, which makes risks difficult to anticipate and mitigate.
Removed
The global nature of our business exposes us to operational, regulatory, political, and financial risks and our results of operations could be adversely affected if we are unable to manage them effectively. We market and sell our products and solutions to customers in many countries around the world.
Added
If we are unable to navigate further changes in U.S. or international trade policy, it could have a material adverse impact on our business, financial condition and results of operations. Adverse global and regional economic conditions have and may continue to materially adversely affect our business, results of operations and financial condition.

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Item 2. Properties

Properties — owned and leased real estate

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Biggest changeAt December 31, 2024, our major facilities consisted of the following: Location Function Square Feet Lease Expiration Santa Ana, California (1) Corporate headquarters; administration; research and development; sales 5,000 January 2028 Sauerlach, Germany European operations; research and development; sales 5,156 April 2026 Ayutthaya, Thailand RFID/NFC product manufacturing; research and development 41,441 March 2028 Singapore RFID/NFC product manufacturing; research and development 27,545 August 2026 (1) With the closing of the Asset Sale in September 2024, we are currently subleasing approximately 5,000 square feet of this space from Hirsch, Inc., a member of the Vitaprotech Group.
Biggest changeAt December 31, 2025, our major facilities consisted of the following: Location Function Square Feet Lease Expiration Santa Ana, California (1) Corporate headquarters; administration; research and development; sales 5,000 January 2028 Sauerlach, Germany European operations; research and development; sales 5,156 April 2026 Ayutthaya, Thailand RFID/NFC product manufacturing; research and development 41,441 March 2028 (1) With the closing of the Asset Sale in September 2024, we are currently subleasing approximately 5,000 square feet from Hirsch Secure, Inc., a member of the Vitaprotech Group.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeThe 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. We are not a party to any material legal proceedings as of December 31, 2024. 18
Biggest changeThe 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. We are not a party to any material legal proceedings as of December 31, 2025. 18

Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

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Biggest changeITEM 4. MINE SAFETY DISCLOSURES Not applicable. Information About Our Executive Officers Information concerning our executive officers as of March 1, 2025 is as follows: Kirsten Newquist, age 58, has served as our CEO and as a member of our board of directors since September 2024.
Biggest changeITEM 4. MINE SAFETY DISCLOSURES Not applicable. Information About Our Executive Officers Information concerning our executive officers as of March 1, 2026 is as follows: Kirsten Newquist, age 59, has served as our CEO and as a member of our board of directors since September 2024.
Removed
Justin Scarpulla, 51, has served as our CFO since December 2021. Mr. Scarpulla previously served as Director of Finance at Space Exploration Technologies Corp., a company that designs, manufactures and launches advanced rockets and spacecraft, from May 2017 to December 2021. From May 2016 to May 2017, Mr.
Added
Edward Kirnbauer, age 61, has served as our CFO and Secretary since August 2025 and Global Corporate Controller since November 2015. Prior to that, Mr. Kirnbauer served as Acting CFO and Acting Secretary from July 2025 to August 2025. From October 2021 to December 2021, Mr.
Removed
Scarpulla served as Vice President of Accounting & Finance at Incipio, LLC, a designer and manufacturer of mobile device accessories and technologies. Mr. Scarpulla served as Vice President and Corporate Controller at Vizio, Inc. (NYSE: VZIO), a designer and manufacturer of entertainment-focused technologies, from 2015 to 2016 and at JustFab, Inc., an online subscription fashion retailer, from 2014 to 2015.
Added
Kirnbauer also served as our interim Chief Financial Officer, Principal Financial Officer and Principal Accounting Officer. Previously, from April 2011 to November 2015, Mr. Kirnbauer served as a financial consultant for various companies, including Ducommun Incorporated (NYSE: DCO), an aerospace and defense company, and Multi-Fineline Electronix, Inc. (Nasdaq: MFLX), a technology and electronics manufacturing company. Prior to that, Mr.
Removed
He also served as Chief Accounting Officer and Corporate Controller at MaxLinear, Inc. (NYSE: MXL), a provider of radio frequency, analog, digital and mixed-signal integrated circuits, from 2011 to 2014. From 1999 to 2011, Mr. Scarpulla held various roles in finance at Broadcom Corporation (Nasdaq: BRCM), a provider of semiconductor and infrastructure software solutions, including Director of Financial Reporting. Mr.
Added
Kirnbauer served as Vice President of Finance & Administration and Corporate Controller at various companies, including as Corporate Controller for Procom Technology, Inc., a developer of network attached storage appliances, from 2001 to 2006. Mr. Kirnbauer is a Certified Public Accountant and started his career at KPMG LLP. Mr. Kirnbauer holds an M.B.A. from DePaul University’s Charles H.
Removed
Scarpulla is a Certified Public Accountant and started his career at Ernst & Young LLP. Mr. Scarpulla holds a B.A. in Accounting and Finance from California State University Fullerton. 19 PA RT II
Added
Kellstadt Graduate School of Business, and a B.S. in Accounting from Illinois State University. 19 PA RT II

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeThe table below sets forth information regarding our purchases of common stock during the three months ended December 31, 2024: 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 (2) Average price paid per share Maximum number (or approximate dollar value) of shares that may yet be purchased under the plans or programs October 1, 2024 – October 31, 2024 5,068 $ 3.50 — $ — $ — November 1, 2024 – November 30, 2024 775 3.50 199,500 3.91 $ 9,220,684 December 1, 2024 – December 31, 2024 5,715 3.98 264,279 4.13 $ 8,130,420 Total 11,558 $ 3.74 463,779 $ 4.03 (1) Consists of shares surrendered to satisfy tax withholding obligations in connection with the vesting of restricted stock units issued to employees.
Biggest changeThe table below sets forth information regarding our purchases of common stock during the three months ended December 31, 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 October 1, 2025 – October 31, 2025 6,862 $ 3.45 — — November 1, 2025 – November 30, 2025 603 4.00 — — December 1, 2025 – December 31, 2025 2,335 3.37 — — Total 9,800 $ 3.46 — (1) Consists of shares surrendered to satisfy tax withholding obligations in connection with the vesting of restricted stock units issued to employees.
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Our common stock is traded on The Nasdaq Capital Market under the symbol “INVE.” According to data available at March 5, 2025, we had 99 registered holders of our common stock.
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Our common stock is traded on The Nasdaq Capital Market under the symbol “INVE.” According to data available at March 5, 2026, we had 99 registered holders of our common stock.
Not represented in this figure are individual stockholders in Germany whose custodian banks do not release stockholder information to us. During the three months ended December 31, 2024, we repurchased 475,337 shares of our common stock.
Not represented in this figure are individual stockholders in Germany whose custodian banks do not release stockholder information to us. During the three months ended December 31, 2025, we repurchased 9,800 shares of our common stock.
The Stock Repurchase Program has no expiration date and may be suspended or discontinued at any time without notice. We have never declared or paid any cash dividends on our capital stock. We currently intend to retain any future earnings and do not expect to pay any dividends in the foreseeable future.
We have never declared or paid any cash dividends on our capital stock. We currently intend to retain any future earnings and do not expect to pay any dividends in the foreseeable future.
Removed
(2) 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.
Removed
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.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changeThe income tax provision reconciled to the amount computed by applying the statutory federal tax rate to the loss from continuing operations before income tax provision is as follows (in thousands): For the Year Ended December 31, 2024 2023 Income tax provision (benefit) at statutory federal tax rate of 21 % $ ( 5,422 ) $ ( 2,900 ) State taxes, net of federal benefit 31 ( 42 ) Foreign taxes provisions provided for at rates other than U.S. statutory rate 50 301 Stock options 744 467 Change in valuation allowance 4,655 2,188 Permanent differences 31 50 Other 1 1 Total income tax provision $ 90 $ 65 The Company applies the provisions of, and accounted for uncertain tax positions in accordance with, ASC 740.
Biggest changeThe income tax benefit (provision) reconciled to the amount computed by applying the statutory federal tax rate to the loss from continuing operations before income tax benefit (provision) is as follows (in thousands): Year Ended Year Ended December 31, 2025 December 31, 2024 Amount % Amount % Income tax benefit (provision) at U.S. federal statutory tax rate $ 3,837 21.00 % $ 5,422 21.00 % State income taxes, net of federal benefit* ( 29 ) ( 0.16 )% ( 31 ) ( 0.12 )% State taxes - current taxes return to provision adjustment 698 3.82 % — — Foreign tax effects: Japan Statutory tax rate differential 295 1.61 % ( 50 ) ( 0.19 )% Germany Statutory tax rate differential 278 1.52 % — — Singapore Statutory tax rate differential ( 189 ) ( 1.03 )% — — Canada Statutory tax rate differential ( 513 ) ( 2.81 )% — — Thailand Statutory tax rate differential 43 0.24 % — — Other jurisdictions 2 0.01 % — — Changes in valuation allowances ( 2,732 ) ( 14.95 )% ( 4,655 ) ( 18.03 )% Nontaxable or nondeductible items: Stock compensation ( 537 ) ( 2.94 )% ( 744 ) ( 2.88 )% Other ( 2 ) ( 0.01 )% ( 31 ) ( 0.12 )% Changes in unrecognized tax benefits ( 683 ) ( 3.74 )% ( 1 ) ( 0.01 )% Other: Return to provision adjustments ( 200 ) ( 1.09 )% — — Total income tax benefit (provision) $ 268 1.47 % $ ( 90 ) ( 0.35 )% * State taxes in California and Texas made up the majority (greater than 50 percent) of the effect in this category.
Basis for Opinion These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits.
Basis for Opinion These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.
Discontinued Operations Sale of Physical Security Business 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 (the “Purchase Agreement”), by and between the Company and Buyer.
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 (the “Purchase Agreement”), by and between the Company and Buyer.
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 Ownership Limitation applicable to the Series B convertible preferred stock).
The Certificate of Designation with respect to the Series B 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 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 Ownership Limitation applicable to the Series B Preferred Stock).
The Company regularly reviews its receivables that remain outstanding past their applicable payment terms and establishes a provision and potential write-offs by considering factors such as historical experience, credit quality, age of the accounts receivable balances, and current and future economic conditions that may affect a customer’s ability to pay.
The Company regularly reviews its receivables that remain outstanding past their applicable payment terms and 38 establishes a provision and potential write-offs by considering factors such as historical experience, credit quality, age of the accounts receivable balances, and current and future economic conditions that may affect a customer’s ability to pay.
Employee stock options awards are valued under the single-option approach and amortized on a straight-line basis, net of estimated forfeitures. The value of the portion of the stock option award that is ultimately expected to vest is recognized as expense over the requisite service periods in the Company’s consolidated statements of comprehensive income (loss).
Employee stock options awards are valued under the single-option approach 39 and amortized on a straight-line basis, net of estimated forfeitures. The value of the portion of the stock option award that is ultimately expected to vest is recognized as expense over the requisite service periods in the Company’s consolidated statements of comprehensive income (loss).
Income (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.
Income (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 52 the Americas, Europe and the Middle East, and Asia-Pacific regions and manages the business activities on a consolidated 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 expenses and 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.
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 expenses and liabilities approximate fair value due to their short maturities. 43 Note 6. Balance Sheet Components The Company’s inventories are stated at the lower of cost or net realizable value.
Each share of Series B convertible preferred stock is entitled to a cumulative annual dividend of 5 % for the first six (6) 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 tenth (10 th ) year in cash.
Each share of Series B Preferred Stock is entitled to a cumulative annual dividend of 5 % for the first six (6) 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 tenth (10 th ) year in cash.
Critical Audit Matters The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments.
Critical Audit Matter The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments.
We consider the earnings of all our non-U.S. subsidiaries to be indefinitely invested outside the United States on the basis of estimates that future domestic cash generation will be sufficient to meet future domestic cash needs and our specific plans for reinvestment of those subsidiary earnings.
We consider the earnings of our non-U.S. subsidiaries to be indefinitely invested outside the United States on the basis of estimates that future domestic cash generation will be sufficient to meet future domestic cash needs and our specific plans for reinvestment of those subsidiary earnings.
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.
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, geopolitical activity, and the slowdown of economic activity around the globe.
The preparation of these financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the 30 reported amounts of revenues and expenses during the reporting period.
The preparation of these financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.
Under the fair value recognition provisions of ASC 718, stock-based compensation 42 cost is measured at the grant date based on the fair value of the award. Compensation expense for all stock-based payment awards is recognized using the straight-line single-option approach.
Under the fair value recognition provisions of ASC 718, stock-based compensation cost is measured at the grant date based on the fair value of the award. Compensation expense for all stock-based payment awards is recognized using the straight-line single-option approach.
Each Share is convertible at the option of the holder of the Shares into such number of shares of the Company’s common stock determined by taking the accreted value of such Share (purchase price plus accrued but unpaid dividends) and dividing such value by the stated value of such Share ($ 4.00 per share, subject to adjustment for dilutive issuances, stock splits, stock dividends and the like); provided, however, that the Company shall not convert any Shares if doing so would cause the holder thereof, along with its affiliates, to beneficially own in excess of 19.9 % of the outstanding common stock immediately after giving effect to the applicable conversion (the “Ownership Limitation”), unless waiver of this restriction has been effected by the holder requesting conversion of Shares.
Each share of Series B Preferred Stock is convertible at the option of the holder into such number of shares of the Company’s common stock determined by taking the accreted value of such share of Series B Preferred Stock (purchase price plus accrued but unpaid dividends) and dividing such value by the stated value of such share of Series B Preferred Stock ($ 4.00 per share, subject to adjustment for dilutive issuances, stock splits, stock dividends and the like); provided, however, that the Company shall not convert any Series B Preferred Stock if doing so would cause the holder thereof, along with its affiliates, to beneficially own in excess of 19.9 % of the outstanding common stock immediately after giving effect to the applicable conversion (the “Ownership Limitation”), unless waiver of this restriction has been effected by the holder requesting conversion of Series B Preferred Stock.
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.
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.
The Company believes judgment is involved in determining revenue recognition; analysis of allowance for credit losses; the recoverability of long-lived assets; stock-based compensation expense; and income tax uncertainties. The Company bases these estimates on historical and anticipated results, trends, and various other assumptions that the Company believes are reasonable under the circumstances, including assumptions as to future events.
The Company believes judgment is involved in determining revenue recognition; analysis of provision for credit losses; the recoverability of long-lived assets; stock-based compensation expense; and income tax uncertainties. The Company bases these estimates on historical and anticipated results, trends, and various other assumptions that the Company believes are reasonable under the circumstances, including assumptions as to future events.
There were no material impairment losses recorded during the years ended December 31, 2024 or 2023 . Leases — The Company determines if an arrangement is a lease at inception. Operating leases are included in operating lease right-of-use (“ROU”) assets, operating lease liabilities, and long-term operating lease liabilities on the Company’s consolidated balance sheets.
There were no material impairment losses recorded during the years ended December 31, 2025 or 2024 . Leases — The Company determines if an arrangement is a lease at inception. Operating leases are included in operating lease right-of-use (“ROU”) assets, operating lease liabilities, and long-term operating lease liabilities on the Company’s consolidated balance sheets.
Management evaluates the useful lives of these assets on an annual basis and tests for impairment whenever events or changes in circumstances occur that could impact the recoverability of these assets. The capitalized software development costs and related amortization expense recorded were not significant for the years ended December 31, 2024 or 2023.
Management evaluates the useful lives of these assets on an annual basis and tests for impairment whenever events or changes in circumstances occur that could impact the recoverability of these assets. The capitalized software development costs and related amortization expense recorded were not significant for the years ended December 31, 2025 or 2024.
Advertising Costs — The Company expenses advertising costs as incurred. Advertising costs were not significant for the years ended December 31, 2024 or 2023. Stock-based Compensation — The Company accounts for all stock-based payment awards, including employee stock options, restricted stock awards, and performance share units in accordance with Accounting Standards Codification ("ASC") 718, Compensation-Stock Compensation (“ASC 718”).
Advertising Costs — The Company expenses advertising costs as incurred. Advertising costs were not significant for the years ended December 31, 2025 or 2024. Stock-based Compensation — The Company accounts for all stock-based payment awards, including employee stock options, restricted stock awards, and performance share units in accordance with Accounting Standards Codification ("ASC") 718, Compensation-Stock Compensation (“ASC 718”).
In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America.
In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.
The Stock Repurchase Program has no expiration date and may be suspended or discontinued at any time without notice. During the quarter ended December 31, 2024, we repurchased 463,779 shares of common stock under the Stock Repurchase Program for total consideration of approximately $1.9 million.
The Stock Repurchase Program has no expiration date and may be suspended or discontinued at any time without notice. During the year ended December 31, 2024, we repurchased 463,779 shares of common stock under the Stock Repurchase Program for total consideration of approximately $1.9 million.
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 provision during the year ended December 31, 2024.
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 year ended December 31, 2025.
Cash flows from investing activities Cash provided by investing activities in 2024 was $141.5 million which related primarily to net 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 provided by investing activities in 2024 was $141.5 million which related primarily to net 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.
See Note 14, Leases , in the accompanying notes to our 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.
See Note 13, Leases , in the accompanying notes to our 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 16, Commitments and Contingencies , in the accompanying notes to our consolidated financial statements. Our other long-term liabilities include gross unrecognized tax benefits, and related interest and penalties.
These changes may lead to vendor cancellation charges on these orders or contractual commitments. See Note 15, Commitments and Contingencies , in the accompanying notes to our consolidated financial statements. Our other long-term liabilities include gross unrecognized tax benefits, and related interest and penalties.
(a Delaware Corporation) and its subsidiaries (the “Company”) as of December 31, 2024 and 2023, and the related consolidated statements of comprehensive income (loss), stockholders’ equity, and cash flows for each of the two years in the period ended December 31, 2024, and the related notes (collectively referred to as the “consolidated financial statements”).
(a Delaware Corporation) and its subsidiaries (the “Company”) as of December 31, 2025 and 2024, and the related consolidated statements of comprehensive income (loss), stockholders’ equity, and cash flows for each of the two years in the period ended December 31, 2025, and the related notes (collectively referred to as the “consolidated financial statements”).
The Company recognizes interest and penalties related to unrecognized tax benefits within the income tax expense line in the accompanying consolidated statements of comprehensive income (loss). Accrued interest and penalties are included within the related tax liability line in the consolidated balance sheets. See Note 8, Income Taxes , for further information regarding the Company’s tax disclosures.
The Company recognizes interest and penalties related to unrecognized tax benefits within the income tax expense line in the accompanying consolidated statements of comprehensive income (loss). Accrued interest and penalties are included within the related tax liability line in the consolidated balance sheets. See Note 7, Income Taxes , for further information regarding the Company’s tax disclosures.
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. 59
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. 55
If our assumptions change and we determine we will be able to realize these NOLs, the tax benefits relating to any reversal of the valuation allowance on deferred tax assets as of December 31, 2024, will be accounted for as a reduction of income tax expense.
If our assumptions change and we determine we will be able to realize these NOLs, the tax benefits relating to any reversal of the valuation allowance on deferred tax assets as of December 31, 2025, will be accounted for as a reduction of income tax expense.
Additionally, for newer products there may be limited historical data with which to evaluate forecasts. 35 Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements.
Additionally, for newer products there may be limited historical data with which to evaluate forecasts. 32 Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements.
Dilutive-potential common share equivalents are excluded from the computation of net income (loss) per share in loss periods, as their effect would be antidilutive. See Note 11, Net Income (Loss) per Common Share , for further information regarding the Company’s computation of both basic and diluted net income (loss) per common share.
Dilutive-potential common share equivalents are excluded from the computation of net income (loss) per share in loss periods, as their effect would be antidilutive. See Note 10, Net Income (Loss) per Common Share , for further information regarding the Company’s computation of both basic and diluted net income (loss) per common share.
A significant piece of objective negative evidence evaluated was the cumulative loss incurred over the three-year period ended December 31, 2024. Such objective evidence limits the ability to consider other subjective evidence such as the Company’s projections for future growth.
A significant piece of objective negative evidence evaluated was the cumulative loss incurred over the three-year period ended December 31, 2025. Such objective evidence limits the ability to consider other subjective evidence such as the Company’s projections for future growth.
As disclosed in Note 1, Description of Business and Note 3, Discontinued Operations , in the third quarter of 2024, the Company completed the sale of its Physical Security Business, which historically represented primarily the Company's Premises segment. As a result, the Company has one reportable segment: the IoT Business segment.
As disclosed in Note 1, Description of Business and Note 3, Discontinued Operations , in 2024, the Company completed the sale of its Physical Security Business, which historically represented primarily the Company's Premises segment. As a result, the Company has one reportable segment: the IoT Business segment.
Comprehensive Income (Loss) — Comprehensive income (loss) for the years ended December 31, 2024 and 2023 has been disclosed within the consolidated statements of comprehensive income (loss). Other accumulated comprehensive income (loss) includes net foreign currency translation adjustments, net of tax, which are excluded from consolidated net income (loss).
Comprehensive Income (Loss) — Comprehensive income (loss) for the years ended December 31, 2025 and 2024 has been disclosed within the consolidated statements of comprehensive income (loss). Other accumulated comprehensive income (loss) includes net foreign currency translation adjustments, net of tax, which are excluded from consolidated net income (loss).
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.
We attempt to mitigate those risks by being deeply embedded in our customers’ product design cycles and commercialization planning, 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.
Reclassifications — Certain reclassifications have been made to the fiscal year 2023 consolidated financial statements to conform to the fiscal year 2024 presentation. The reclassifications had no impact on net income (loss), total assets, total liabilities, or stockholders’ equity.
Reclassifications — Certain reclassifications have been made to the fiscal year 2024 consolidated financial statements to conform to the fiscal year 2025 presentation. The reclassifications had no impact on net income (loss), total assets, total liabilities, or stockholders’ equity.
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”).
As consideration for the Asset Sale, the Company received gross proceeds of 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”).
Series B Convertible Preferred Stock and Private Placement On December 20, 2017, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with each of 21 April Fund, Ltd. and 21 April Fund, LP (collectively, the “Purchasers”), pursuant to which the Company, in a private placement, agreed to issue and sell to the Purchasers an aggregate of up to 5,000,000 shares of the Series B convertible preferred stock, $ 0.001 par value per share (collectively referred to as the “Shares”).
Series B Preferred Stock and Private Placement On December 20, 2017, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with each of 21 April Fund, Ltd. and 21 April Fund, LP (collectively, the “Purchasers”), pursuant to which the Company, in a private placement, agreed to issue and sell to the Purchasers an aggregate of up to 5,000,000 shares of the Series B Preferred Stock, $ 0.001 par value per share.
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 12.
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.
The discussion in this Item 2, Management’s Discussion and Analysis of Financial Condition and Results of Operations, unless otherwise noted, relates solely to the Company’s continuing operations. 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.
The discussion in this Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations, unless otherwise noted, relates solely to our continuing operations. 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.
Note 11. Net Income (Loss) per Common Share Basic net income (loss) per common share is computed by dividing net income (loss) available to common stockholders during the period by the weighted average number of common shares outstanding during that period.
Net Income (Loss) per Common Share Basic net income (loss) per common share is computed by dividing net income (loss) available to common stockholders during the period by the weighted average number of common shares outstanding during that period.
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 may decide not to support low-margin projects that may generate revenue. This could result in a negative impact on our operating results.
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 has and may continue to result in a negative impact on our operating results.
As of December 31, 2024 and 2023 , there were no liabilities that are measured and recognized at fair value on a non-recurring basis.
As of December 31, 2025 and 2024 , there were no liabilities that are measured and recognized at fair value on a non-recurring basis.
The proceeds from the issuance of the Shares were required to be used to pay off existing debt obligations of the Company and to fund future acquisitions of technology, business and other assets by the Company. 52 Each Share shall be convertible into the Company’s common stock (i) following the sixth (6th) anniversary of the initial closing of the Private Placement or (ii) if earlier, during the thirty (30) day period following the last trading day of any period of three (3) or more consecutive trading days that the closing market price of the Company’s common stock exceeds $ 10.00 .
The proceeds from the issuance of the Series B Preferred Stock were required to be used to pay off existing debt obligations of the Company and to fund future acquisitions of technology, business and other assets by the Company. 48 Each share of Series B Preferred Stock shall be convertible into the Company’s common stock (i) following the sixth (6th) anniversary of the initial closing of the Private Placement or (ii) if earlier, during the thirty (30) day period following the last trading day of any period of three (3) or more consecutive trading days that the closing market price of the Company’s common stock exceeds $ 10.00 .
Inventory Valuation – Adjustments for Excess or Obsolete Inventories As described in Notes 2 and 6 to the consolidated financial statements, the Company’s consolidated inventories balance was $7.5 million as of December 31, 2024. The Company’s inventories are valued using standard cost, approximating average cost, and are stated at the lower of cost or net realizable value.
Inventory Valuation – Adjustments for Excess or Obsolete Inventories As described in Notes 2 and 6 to the consolidated financial statements, the Company’s consolidated inventories balance was $7.4 million as of December 31, 2025. The Company’s inventories are valued using standard cost, approximating average cost, and are stated at the lower of cost or net realizable value.
A reconciliation of the beginning and ending amount of unrecognized tax benefits with an impact on the Company’s consolidated balance sheets or statements of comprehensive income (loss) is as follows (in thousands): December 31, 2024 2023 Balance at beginning of period $ 2,279 $ 2,276 Additions based on tax positions related to the current year 1 1 Additions for tax positions of prior years 2 2 Reductions in prior year tax positions — — Balance at end of period $ 2,282 $ 2,279 51 While timing of the resolution and/or finalization of tax audits is uncertain, the Company does not believe that its unrecognized tax benefits as presented in the above table would materially change in the next 12 months.
A reconciliation of the beginning and ending amount of unrecognized tax benefits with an impact on the Company’s consolidated balance sheets or statements of comprehensive income (loss) is as follows (in thousands): December 31, 2025 2024 Balance at beginning of period $ 2,282 $ 2,279 Additions based on tax positions related to the current year 8 1 Additions for tax positions of prior years — 2 Reductions in prior year tax positions ( 196 ) — Balance at end of period $ 2,094 $ 2,282 While timing of the resolution and/or finalization of tax audits is uncertain, the Company does not believe that its unrecognized tax benefits as presented in the above table would materially change in the next 12 months.
Assets and Liabilities Measured at Fair Value on a Non-recurring Basis As of December 31, 2024 and 2023 , the Company had $ 348,000 of privately-held investments measured at fair value on a nonrecurring basis, which were classified as Level 3 assets due to the absence of quoted market prices and inherent lack of liquidity.
Assets and Liabilities Measured at Fair Value on a Non-recurring Basis As of December 31, 2025 and 2024, the Company had $ 200,000 and $ 348,000 , respectively, of privately-held investments measured at fair value on a nonrecurring basis, which were classified as Level 3 assets due to the absence of quoted market prices and inherent lack of liquidity.
A valuation allowance of $ 32.3 million and $ 56.0 million, as of December 31, 2024 and 2023, respectively, has been recorded to offset the related net deferred tax assets as the Company is unable to conclude that it is more likely than not that such deferred tax assets will be realized.
A valuation allowance of $ 37.0 million and $ 32.3 million, as of December 31, 2025 and 2024, respectively, has been recorded to offset the related net deferred tax assets as the Company is unable to conclude that it is more likely than not that such deferred tax assets will be realized.
Gross Profit and Gross Margin Gross profit for 2024 was $0.3 million compared to $6.0 million in 2023. 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 and Gross Margin Gross profit for 2025 was $1.3 million compared to $0.3 million in 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.
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 December 31, 2024, the amount of cash included at such subsidiaries was $15.4 million.
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 December 31, 2025, the amount of cash included at such subsidiaries was $12.4 million.
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.
In November 2024, the FASB issued Accounting Standards Update (“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.
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 China, Singapore, and Thailand.
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.
As of December 31, 2024, none of the contingent conditions to adjust the conversion rate had been met.
As of December 31, 2025, none of the contingent conditions to adjust the conversion rate had been met.
As of December 31, 2024 , there was $ 4.0 million of unrecognized compensation cost related to unvested RSUs granted, which is expected to be recognized over a weighted average period of 2.2 years. No tax benefit was realized from RSUs for the year ended December 31, 2024.
As of December 31, 2025 , there was $ 2.4 million of unrecognized compensation cost related to unvested RSUs granted, which is expected to be recognized over a weighted average period of 1.7 years. No tax benefit was realized from RSUs for the year ended December 31, 2025.
No shares of the Company’s Series A Participating Preferred Stock were outstanding as of December 31, 2024 and 2023. At both December 31, 2024 and 2023 , 5,000,000 shares of the Series B convertible preferred stock were outstanding.
No shares of the Company’s Series A Participating Preferred Stock were outstanding as of December 31, 2025 and 2024. At both December 31, 2025 and 2024 , 5,000,000 shares of the Series B Preferred Stock were outstanding.
Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements.
Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements.
See Note 10, Stock-Based Compensation , for further information regarding the Company’s stock-based compensation assumptions and expenses.
See Note 9, Stock-Based Compensation , for further information regarding the Company’s stock-based compensation assumptions and expenses.
The Company's specialty radio-frequency identification ("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.
The Company's specialty radio-frequency identification ("RFID") IoT devices, including near field communication ("NFC"), high frequency ("HF"), dual frequency ("DF"), ultra-high frequency ("UHF") and Bluetooth Low Energy ("BLE") technology, are attached to or embedded into physical items, such as medical device consumables, pill containers, wine bottles, consumer appliances and sports jerseys, providing those items with a unique digital identity.
Actual results could differ materially from those estimates and assumptions. Cash Equivalents and Restricted Cash — Cash equivalents comprise highly liquid investments, including money market funds and treasury bills with original maturities of less than 90 days at the date of purchase.
Actual results could differ materially from those estimates and assumptions. Cash Equivalents and Restricted Cash — Cash equivalents comprise highly liquid investments, including money market accounts, fixed term deposit accounts, and treasury bills with original maturities of less than 90 days at the date of purchase.
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.
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.
The Purchasers agreed to purchase an aggregate of 3,000,000 Shares at a price of $ 4.00 per share in cash at the initial closing of the transaction, and at the sole option of the Company, an additional 2,000,000 Shares at a price of $ 4.00 per share in cash at a second closing, if any (the “Private Placement”).
The Purchasers agreed to purchase an aggregate of 3,000,000 Series B Preferred Stock at a price of $ 4.00 per share in cash at the initial closing of the transaction, and at the sole option of the Company, an additional 2,000,000 Series B Preferred Stock at a price of $ 4.00 per share in cash at a second closing, if any (the “Private Placement”).
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA Index to Consolidated Financial Statements Page Report of Independent Registered Public Accounting Firm (PCAOB ID: 207) 35 Consolidated Balance Sheets 37 Consolidated Statements of Comprehensive Income (Loss) 38 Consolidated Statements of Stockholders’ Equity 39 Consolidated Statements of Cash Flows 40 Notes to Consolidated Financial Statements 41 34 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Stockholders of Identiv, Inc.
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA Index to Consolidated Financial Statements Page Report of Independent Registered Public Accounting Firm (PCAOB ID: 207) 32 Consolidated Balance Sheets 34 Consolidated Statements of Comprehensive Income (Loss) 35 Consolidated Statements of Stockholders’ Equity 36 Consolidated Statements of Cash Flows 37 Notes to Consolidated Financial Statements 38 31 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Stockholders of Identiv, Inc.
The total purchase price payable to the Company was $ 20,000,000 , of which $ 12,000,000 was paid at the initial closing. On May 30, 2018, the Company issued 2,000,000 Shares at a price of $ 4.00 per share in the second closing of the Private Placement.
The total purchase price payable to the Company was $ 20,000,000 , of which $ 12,000,000 was paid at the initial closing. On May 30, 2018, the Company issued 2,000,000 Series B Preferred Stock at a price of $ 4.00 per share in the second closing of the Private Placement.
The effective tax rate for the year ended December 31, 2024 differs from the federal statutory rate of 21% primarily due to the change in the valuation allowance, stock-based compensation, and the provisions in certain foreign jurisdictions.
The effective tax rate for the year ended December 31, 2024 differs from the federal statutory rate of 21% primarily due to a change in valuation allowance, stock-based compensation, and the provisions in certain foreign jurisdictions, which are subject to higher tax rates.
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.
The Transition Services Agreement outlined the information technology, people, and facility support the Company provided to Buyer for a period of 12 months to 18 months after the transaction closing date. The agreed upon charges for such services were intended to allow the Company and Buyer, respectively, to recover all costs and expenses of providing such services.
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.
On November 7, 2024, we announced that our board of directors authorized 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.
Series B Convertible Preferred Stock Dividend Accretion The following table summarizes Series B convertible preferred stock and the accretion of dividend activity for the years ended December 31, 2024 and 2023 (in thousands): Year Ended December 31, 2024 2023 Series B Convertible Preferred Stock: Balance at beginning of period $ 26,589 $ 25,323 Cumulative dividends on Series B convertible preferred stock 883 1,266 Balance at end of period $ 27,472 $ 26,589 Number of Common Shares Issuable Upon Conversion: Number of shares at beginning of period 6,647 6,331 Cumulative dividends on Series B convertible preferred stock 221 316 Number of shares at end of period 6,868 6,647 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.
Series B Preferred Stock Dividend Accretion The following table summarizes Series B Preferred Stock and the accretion of dividend activity for the years ended December 31, 2025 and 2024 (in thousands): Year Ended December 31, 2025 2024 Series B Preferred Stock: Balance at beginning of period $ 27,472 $ 26,589 Cumulative dividends on Series B Preferred Stock 824 883 Balance at end of period $ 28,296 $ 27,472 Number of Common Shares Issuable Upon Conversion: Number of shares at beginning of period 6,868 6,647 Cumulative dividends on Series B Preferred Stock 206 221 Number of shares at end of period 7,074 6,868 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.
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.
In connection with the closing of the Asset Sale, we entered into a transition services agreement (the “Transition Services Agreement”) with Buyer, which outlined the information technology, people, and facility support we would provide to Buyer for a period of 12 months to 18 months after the transaction closing date.
The following table summarizes the Company’s net deferred tax assets valuation allowance activity (in thousands): Year Ended December 31, 2024 2023 Balance at beginning of period $ 56,045 $ 59,996 Increases in valuation allowance — 1,407 Decreases in valuation allowance ( 23,746 ) ( 5,358 ) Balance at end of period $ 32,299 $ 56,045 50 Section 951A under the Tax Cuts and Jobs Act (the “Act”) requires a U.S. shareholder of a controlled foreign corporation to include in taxable income the shareholder’s share of global intangible low-taxed income (“GILTI”) for the year.
The following table summarizes the Company’s net deferred tax assets valuation allowance activity (in thousands): Year Ended December 31, 2025 2024 Balance at beginning of period $ 32,299 $ 56,045 Increases in valuation allowance 4,714 — Decreases in valuation allowance — ( 23,746 ) Balance at end of period $ 37,013 $ 32,299 Section 951A under the Tax Cuts and Jobs Act (the “Act”) requires a U.S. shareholder of a controlled foreign corporation to include in taxable income the shareholder’s share of global intangible low-taxed income (“GILTI”) for the year.
Due to the sale of its Physical Security Business in the third quarter of 2024, the Company has classified the results of the Physical Security Business as discontinued operations on its consolidated statements of comprehensive income (loss) for all periods presented. See Note 3, Discontinued Operations, for additional disclosure related to discontinued operations.
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 consolidated statement of comprehensive income (loss) for the 2024 period presented. See Note 3, Discontinued Operations, for additional disclosure related to discontinued operations.
The following table summarizes the Company’s warranty accrual activity during the years ended December 31, 2024 and 2023 (in thousands): Year Ended December 31, 2024 2023 Balance at beginning of period $ 217 $ 188 Accruals for warranties charged to expense 12 45 Cost of warranty claims ( 15 ) ( 16 ) Balance at end of period $ 214 $ 217 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 following table summarizes the Company’s warranty accrual activity during the years ended December 31, 2025 and 2024 (in thousands): Year Ended December 31, 2025 2024 Balance at beginning of period $ 214 $ 217 Accruals for warranties charged to expense 53 12 Cost of warranty claims ( 17 ) ( 15 ) Balance at end of period $ 250 $ 214 The Company provides warranties on certain product sales for 12 months, and allowances for estimated warranty costs are recorded during the period of sale.
Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.
The Company is not a party to any material legal proceedings as of December 31, 2024. Note 16.
The Company is not a party to any material legal proceedings as of December 31, 2025. Note 15.
We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB.
We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
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.
That pace, scope and depth has resulted in large fluctuations in our operating results. 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.
Selling and Marketing Year Ended December 31, 2024 2023 $ Change % Change ($ in thousands) Selling and marketing expenses $ 5,727 $ 5,627 $ 100 2 % Percentage of revenue 22 % 13 % Selling and marketing expenses consist primarily of employee compensation as well as amortization expense of certain intangible assets, customer lead generation activities, tradeshow participation, advertising and other marketing and selling costs.
Selling and Marketing Year Ended December 31, 2025 2024 $ Change % Change ($ in thousands) Selling and marketing expenses $ 5,583 $ 5,727 $ (144 ) (3 )% Percentage of revenue 26 % 22 % 24 Selling and marketing expenses consist primarily of employee compensation as well as amortization expense of certain intangible assets, customer lead generation activities, tradeshow participation, advertising and other marketing and selling costs.
Assets and Liabilities Measured at Fair Value on a Recurring Basis As of 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 $ 31.6 million and treasury bills of $ 83.0 million with maturities less than 90 days (Level 1 fair value measurements).
Assets and Liabilities Measured at Fair Value on a Recurring Basis As of December 31, 2025 and 2024, the only assets measured and recognized at fair value on a recurring basis were cash equivalents, which consisted of treasury bills of $ 28.9 million and $ 83.0 million, respectively, with maturities less than 90 days (Level 1 fair value measurements).
The Company has determined that the Section 951A provisions do apply to its operations and relationships with its controlled foreign corporations (“CFCs”). The Company recorded $ 6.6 million and $ 0.4 million of GILTI income in 2024 and 2023, respectively. The Act also changed the treatment of Section 174 research and experimental costs beginning January 1, 2022.
The Company has 45 determined that the Section 951A provisions do apply to its operations and relationships with its controlled foreign corporations (“CFCs”). The Company recorded no GILTI income from continuing operations in 2025 and 2024. The Act also changed the treatment of Section 174 research and experimental costs beginning January 1, 2022.
Our specialty RFID IoT devices, including NFC, HF, DF, UHF and 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 specialty RFID IoT devices, including NFC, HF, UHF and BLE technology are attached to or embedded into physical items, such as medical device consumables, pill containers, wine bottles, consumer appliances, and sports jerseys, providing those items with a unique digital identity.

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