Identiv, Inc.
6.20%
1,465,000
1036044
45170X205
Mar 19, 2025
Mar 20, 2025, 04:40 PM
Reporting Persons (2)
| Name | Type | % of Class | Aggregate | Sole Voting | Shared Voting |
|---|---|---|---|---|---|
| Radoff Bradley Louis | Individual | 6.20% | 1,465,000 | 1,270,000 | 195,000 |
| Radoff Family Foundation | CO | 0.80% | 195,000 | 0 | 195,000 |
Disclosure Items (7)
Common Stock, $0.001 par value per share
Identiv, Inc.
1900-B CARNEGIE AVE., SANTA ANA, CA, 92705
This statement is filed by: (i) The Radoff Family Foundation, a Texas non-profit corporation (the "Radoff Foundation"), with respect to the Common Stock, $0.001 par value per share, of the Issuer (the "Shares") directly and beneficially owned by it; and (ii) Bradley L. Radoff, with respect to the Shares directly and beneficially owned by him and as a director of the Radoff Foundation. Each of the foregoing is referred to as a "Reporting Person" and collectively as the "Reporting Persons." Each of the Reporting Persons is party to that certain Joint Filing Agreement, as further described in Item 6. Accordingly, the Reporting Persons are hereby filing a joint Schedule 13D. Set forth on Exhibit 1 is the name and present principal occupation or employment, principal business address and citizenship of the executive officers and directors of the Radoff Foundation. To the best of the Reporting Persons' knowledge, except as otherwise set forth herein, none of the persons listed on Exhibit 1 beneficially owns any securities of the Issuer or is a party to any contract, agreement or understanding required to be disclosed herein.
The principal business address of each of the Reporting Persons is 2727 Kirby Drive, Unit 29L, Houston, Texas 77098.
The principal business of the Radoff Foundation is serving charitable purposes. The principal occupation of Mr. Radoff is serving as a private investor. Mr. Radoff also serves as a director of the Radoff Foundation.
No Reporting Person, nor any person listed on Exhibit 1, has, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
The Radoff Foundation is organized under the laws of the State of Texas. Mr. Radoff is a citizen of the United States of America.
The Shares purchased by the Radoff Foundation were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business). The aggregate purchase price of the 195,000 Shares directly owned by the Radoff Foundation is approximately $703,174, including brokerage commissions. The Shares directly owned by Mr. Radoff were purchased with personal funds (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business). The aggregate purchase price of the 1,270,000 Shares directly owned by Mr. Radoff is approximately $4,440,740, including brokerage commissions.
The aggregate percentage of Shares reported owned by each person named herein is based on 23,520,680 Shares outstanding as of March 4, 2025, which is the total number of Shares outstanding as disclosed in the Issuer's Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 17, 2025. As of the date hereof, the Radoff Foundation directly beneficially owned 195,000 Shares, constituting approximately 0.8% of the Shares outstanding. As of the date hereof, Mr. Radoff directly beneficially owned 1,270,000 Shares, constituting approximately 5.4% of the Shares outstanding. Mr. Radoff, as a director of the Radoff Foundation, may be deemed to beneficially own the 195,000 Shares beneficially owned by the Radoff Foundation, which, together with the Shares he directly beneficially owns, constitutes an aggregate of 1,465,000 Shares, constituting approximately 6.2% of the Shares outstanding. The filing of this Schedule 13D shall not be deemed an admission that the Reporting Persons are, for purposes of Section 13(d) of the Exchange Act, the beneficial owners of any securities of the Issuer that he or it does not directly own. Each Reporting Person disclaims beneficial ownership of the Shares that he or it does not directly own.
Each of the Radoff Foundation and Mr. Radoff may be deemed to share the power to vote and dispose of the Shares directly beneficially owned by the Radoff Foundation. Mr. Radoff has the sole power to vote and dispose of the Shares directly beneficially owned by him.
The transactions in securities of the Issuer by the Reporting Persons during the past 60 days are set forth in Exhibit 2 and are incorporated herein by reference. All of such transactions were effected in the open market unless otherwise noted therein.
No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Shares.
Not applicable.
On March 20, 2025, the Reporting Persons entered into a Joint Filing Agreement in which the Reporting Persons agreed to the joint filing on behalf of each of them of statements on Schedule 13D with respect to the securities of the Issuer to the extent required by applicable law. The Joint Filing Agreement is attached hereto as Exhibit 99.1 and is incorporated herein by reference. Other than as described herein, there are no contracts, arrangements, understandings or relationships among the Reporting Persons, or between the Reporting Persons and any other person, with respect to the securities of the Issuer.
1 - Directors and Officers. 2 - Transactions in Securities. 99.1 - Joint Filing Agreement, dated March 20, 2025.