INVE Technologies, Inc. 10-K

ITEM 8 . 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. Opinion on the Consolidated Financial Statements We have audited the accompanying consolidated balance sheets of Identiv, Inc. (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”). 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. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the Company’s internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated March 17, 2025, expressed an unqualified opinion. 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. 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. 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. 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. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion. 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. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. 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. The Company adjusts the carrying value of inventories based on assumptions about future demand, market conditions and technical obsolescence. If actual demand were to be substantially lower than estimated, there could be a significant adverse impact on the carrying value of inventories and results of operations. The principal considerations for our determination that performing procedures relating to net realizable value adjustments to inventories is a critical audit matter are the significant amount of judgment by management in developing the assumptions of the forecasted product demand, which in turn lead to significant audit judgment, subjectivity, and effort in performing audit procedures and evaluating audit evidence relating to the forecasted product demand. 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. These procedures included, among others, testing management’s process for developing the valuation allowance for excess and obsolete inventory, testing the completeness and accuracy of the underlying data used in the estimate, and evaluating management’s assumptions of forecasted product demand. Evaluating management’s forecasted product demand for reasonableness involved considering historical sales by product, comparing prior period estimates to actual results of the same period, and determining whether the demand forecast used was consistent with evidence obtained in other areas of the audit. /s/ BPM LLP We have served as the Company’s auditor since 2015. San Jose, California March 17, 2025 36 IDENTIV, INC. CONSOLIDATED BALANCE SHEETS (In thousands, except par value) December 31, 2024 2023 ASSETS Current assets: Cash and cash equivalents $ 135,646 $ 23,312 Restricted cash 300 1,072 Accounts receivable, net of allowances of $ 655 and $ 1,610 as of December 31, 2024 and 2023, respectively 4,214 7,174 Inventories 7,475 12,649 Prepaid expenses and other current assets 5,210 2,170 Current assets held-for-sale — 33,109 Total current assets 152,845 79,486 Property and equipment, net 7,694 8,472 Operating lease right-of-use assets 2,000 2,289 Other assets 686 678 Non-current assets held-for-sale — 18,798 Total assets $ 163,225 $ 109,723 LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Accounts payable $ 2,746 $ 5,445 Financial liabilities, net of debt issuance costs of $ 0 and $ 51 as of December 31, 2024 and 2023, respectively — 9,949 Operating lease liabilities 852 782 Accrued compensation and related benefits 862 1,376 Accrued income taxes payable 1,173 104 Other accrued expenses and liabilities 2,327 917 Current liabilities held-for-sale — 12,209 Total current liabilities 7,960 30,782 Long-term operating lease liabilities 1,167 1,507 Other long-term liabilities 29 26 Non-current liabilities held-for-sale — 3,136 Total liabilities 9,156 35,451 Commitments and contingencies (see Note 16) Stockholders' equity: Stockholders' equity: Series B preferred stock, $ 0.001 par value: 5,000 shares authorized; 5,000 shares issued and outstanding as of December 31, 2024 and 2023, respectively 5 5 Common stock, $ 0.001 par value: 50,000 shares authorized; 25,974 and 24,902 shares issued and 23,431 and 23,247 shares outstanding as of December 31, 2024 and 2023, respectively 26 25 Additional paid-in capital 509,482 500,752 Treasury stock 2,543 and 1,655 shares as of December 31, 2024 and 2023, respectively ( 16,490 ) ( 12,969 ) Accumulated deficit ( 340,050 ) ( 414,870 ) Accumulated other comprehensive income 1,096 1,329 Total stockholders' equity 154,069 74,272 Total liabilities and stockholders' equity $ 163,225 $ 109,723 The accompanying notes are an integral part of these consolidated financial statements. 37 IDENTIV, INC. CONSOLIDATED STATEMENTS OF C OMPREHENSIVE INCOME (LOSS) (In thousands, except per share data) Year Ended December 31, 2024 2023 Net revenue $ 26,628 $ 43,445 Cost of revenue 26,288 37,435 Gross profit 340 6,010 Operating expenses: Research and development 3,887 4,399 Selling and marketing 5,727 5,627 General and administrative 18,147 9,332 Restructuring and severance 540 157 Total operating expenses 28,301 19,515 Loss from continuing operations ( 27,961 ) ( 13,505 ) Non-operating income (expense): Interest income (expense), net 1,352 ( 427 ) Gain on investment — 132 Foreign currency gains (losses), net 788 ( 10 ) Loss from continuing operations before income tax provision ( 25,821 ) ( 13,810 ) Income tax provision ( 90 ) ( 65 ) Net loss from continuing operations ( 25,911 ) ( 13,875 ) Income (loss) from discontinued operations, net of tax: Income (loss) from Physical Security Business, net of tax ( 2,778 ) 8,386 Gain on sale of Physical Security Business, net of tax 103,509 — Total income (loss) from discontinued operations, net of tax 100,731 8,386 Net income (loss) $ 74,820 $ ( 5,489 ) Other comprehensive income (loss): Foreign currency translation adjustment, net of tax ( 233 ) 228 Comprehensive income (loss) $ 74,587 $ ( 5,261 ) Net income (loss) per common share: Basic and diluted - continuing operations $ ( 1.14 ) $ ( 0.66 ) Basic and diluted - discontinued operations $ 4.27 $ 0.36 Basic and diluted - net income (loss) $ 3.14 $ ( 0.29 ) Weighted average shares outstanding: Basic and diluted 23,581 23,068 The accompanying notes are an integral part of these consolidated financial statements. 38 IDENTIV, INC. CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (In thousands, except par value) Additional Accumulated Other Series B Preferred Stock Common Stock Paid-in Treasury Accumulated Comprehensive Total Shares Amount Shares Amount Capital Stock Deficit Income Equity Balances, January 1, 2023 5,000 $ 5 22,623 $ 24 $ 495,818 $ ( 12,173 ) $ ( 409,381 ) $ 1,101 $ 75,394 Net loss — — — — — — ( 5,489 ) — ( 5,489 ) Unrealized gain from foreign currency translation adjustments — — — — — — — 228 228 Issuance of common stock in connection with vesting of stock awards — — 459 1 — — — — 1 Stock-based compensation — — — — 3,971 — — — 3,971 Shares withheld in payment of taxes in connection with net share settlement of restricted stock units — — ( 110 ) — — ( 796 ) — — ( 796 ) Proceeds from exercise of warrants — — 275 — 963 — — — 963 Balances, December 31, 2023 5,000 5 23,247 25 500,752 ( 12,969 ) ( 414,870 ) 1,329 74,272 Net income — — — — — — 74,820 — 74,820 Unrealized gain from foreign currency translation adjustments — — — — — — — ( 233 ) ( 233 ) Issuance of common stock in connection with vesting of stock awards — — 1,072 1 — — — — 1 Stock-based compensation — — — — 8,730 — — — 8,730 Shares withheld in payment of taxes in connection with net share settlement of restricted stock units — — ( 424 ) — — ( 1,642 ) — — ( 1,642 ) Repurchases of common stock ( 464 ) — ( 1,879 ) ( 1,879 ) Balances, December 31, 2024 5,000 $ 5 23,431 $ 26 $ 509,482 $ ( 16,490 ) $ ( 340,050 ) $ 1,096 $ 154,069 The accompanying notes are an integral part of these consolidated financial statements. 39 IDENTIV, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands) Year Ended December 31, 2024 2023 Cash flows used in operating activities: Net income (loss) $ 74,820 $ ( 5,489 ) Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: Depreciation and amortization 2,870 2,732 Gain on sale of discontinued operations, net of taxes ( 103,509 ) — Gain on investment — ( 132 ) Loss on disposal of property and equipment 98 — Write down of inventory 807 — Amortization of debt issuance costs 113 43 Stock-based compensation expense 8,730 3,971 Changes in operating assets and liabilities: Accounts receivable 6,158 2,890 Inventories 4,482 219 Prepaid expenses and other assets ( 2,613 ) ( 361 ) Accounts payable ( 5,318 ) ( 2,530 ) Deferred revenue 311 613 Accrued income taxes payable ( 2,017 ) 182 Accrued expenses and other liabilities ( 365 ) ( 981 ) Net cash provided by (used in) operating activities ( 15,433 ) 1,157 Cash flows from investing activities: Capital expenditures ( 1,493 ) ( 4,284 ) Proceeds from sale of discontinued operations, net of cash sold 142,986 — Proceeds from investment — 132 Net cash provided by (used in) investing activities 141,493 ( 4,152 ) Cash flows from financing activities: Borrowings under revolving loan facility, net of issuance costs 9,887 23,906 Repayments under revolving loan facility ( 20,000 ) ( 14,000 ) Taxes paid related to net share settlement of restricted stock units ( 1,642 ) ( 796 ) Repurchases of common stock ( 1,879 ) — Proceeds from exercise of warrants — 963 Net cash provided by (used in) financing activities ( 13,634 ) 10,073 Effect of exchange rates on cash, cash equivalents, and restricted cash ( 864 ) 169 Net increase (decrease) in cash, cash equivalents, and restricted cash 111,562 7,247 Cash, cash equivalents and restricted cash Beginning of period 24,384 17,137 End of period $ 135,946 $ 24,384 Supplemental Disclosures of Cash Flow Information: Interest paid $ 324 $ 451 Taxes paid, net $ 4,181 $ 123 Non-cash investing and financing activities: Dividends earned on Series B preferred stock $ 883 $ 1,266 Operating lease right-of-use assets obtained in exchange for operating lease liabilities $ 560 $ 2,368 The accompanying notes are an integral part of these consolidated financial statements. 40 I DENTIV, I NC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Note 1. Description of Business Description of Business — Identiv, Inc. and its wholly owned subsidiaries (the “Company”) develops, manufactures, and supplies specialty IoT solutions tailored for the healthcare industry and other high-value end markets. 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. These devices enable unique and secure digital interaction with the physical world while simultaneously capturing relevant data which can then be analyzed and managed by the end customer. The Company sells its products across multiple industries, focusing on pharmaceutical and medical devices, consumer electronics, mobile devices, wine and spirits, luxury goods, libraries, and logistics. The Company’s corporate headquarters are in Santa Ana, California. The Company maintains research and development facilities in California and Germany, manufacturing facilities in Singapore and Thailand, and local operations and sales facilities in Germany, Japan, and the United States. The Company was founded in 1990 in Munich, Germany and was incorporated in 1996 under the laws of the State of Delaware. On September 6, 2024, the Company completed the sale of its physical security, access card, and identity reader operations and assets, including all outstanding shares of Identiv Private Limited, its wholly-owned subsidiary (the “Physical Security Business"), to Hawk Acquisition, Inc., a Delaware corporation (“Buyer”) and a wholly-owned subsidiary of Vitaprotech SAS, a French société par actions simplifiée and provider of security solutions. Due to the sale of its Physical Security Business in 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. The discussion in the notes to these consolidated financial statements, unless otherwise noted, relates solely to the Company's continuing operations. Note 2. Summary of Significant Accounting Policies Principles of Consolidation — The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. 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. Use of Estimates — The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities as of the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. 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. 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. Restricted cash as of December 31, 2024 pertains to a letter of credit with one of the Company's suppliers. Restricted cash as of December 31, 2023 pertains to the supplier letter of credit of $ 0.3 million and a stand by letter of credit totaling $ 0.8 million with a manufacturer for equipment purchased for the Company’s manufacturing facility in Thailand. Concentration of Credit Risk — Financial instruments that potentially expose the Company to concentrations of credit risk consist primarily of cash and cash equivalents and accounts receivable. The Company maintains its cash and cash equivalents with what it considers high credit quality financial institutions. One customer accounted for 11 % of net revenue for the year ended December 31, 2024, and one customer accounted for 32 % of net revenue for the year ended December 31, 2023 . As of December 31, 2024, two customers accounted for 16 % and 11 %, respectively, of the Company's accounts receivable, net balance. As of December 31, 2023, two customers accounted for 30 % and 14 %, respectively, of the Company's accounts receivable, net balance. The Company does not require collateral or other security to support accounts receivable. To reduce risk, the Company’s management performs ongoing credit evaluations of its customers’ financial condition. The Company maintains allowances for potential credit losses in its consolidated financial statements. The Company relies upon a limited number of suppliers for some key components of their products which exposes them to various risks. As of December 31, 2024, no suppliers accounted for 10 % or more of the Company's accounts payable, while three suppliers accounted for 19 %, 14 % and 11 %, respectively, of the Company's accounts payable as of December 31, 2023 . 41 Provision for Credit Losses — The provision for credit losses is based on the Company’s assessment of the collectibility of customer accounts. 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. Although the Company expects to collect net amounts due as stated on the consolidated balance sheets, actual collections may differ from these estimated amounts. Inventories — Inventories are stated at the lower of cost (using average cost or standard cost, as applicable) or net realizable value (market). Inventory is written down for excess inventory, technical obsolescence and the inability to sell based primarily on historical sales and expectations for future use. The Company operates in an industry characterized by technological change. The planning of production and inventory levels is based on internal forecasts of customer demand, which are highly unpredictable and can fluctuate substantially. Should the demand for the Company’s products prove to be significantly less than anticipated, the ultimate realizable value of the Company’s inventory could be substantially less than amounts in the consolidated balance sheets. Once inventory has been written down below cost, it cannot be subsequently written up. Property and Equipment — Property and equipment are stated at cost less accumulated depreciation. Depreciation and amortization are computed using the straight-line method over estimated useful lives of three to ten years for furniture, fixture and office equipment, five to seven years for machinery, five years for automobiles and three years for computer software. Leasehold improvements are amortized over the shorter of the lease term or their estimated useful life. Long-Lived Assets — The Company reviews long‑lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. An impairment loss is recognized when the total estimated future undiscounted cash flows expected to result from the use of the asset and its eventual disposition are less than its carrying amount. Impairment, if any, is assessed using discounted cash flows or other appropriate measures of fair value. 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. Operating lease ROU assets and operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. As most of the Company’s leases do not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at the lease commencement date in determining the present value of future payments. The operating lease ROU assets also include any lease payments made and exclude lease incentives and initial direct costs incurred. The Company’s lease terms may include options to extend the lease when it is reasonably certain that the Company will exercise that option. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term. The Company has lease agreements with lease and non-lease components, which are accounted for as a single lease component. Freight Costs — The Company reflects the cost of shipping its products to customers as a cost of revenue. Reimbursements received from customers for freight costs are recognized as product revenue. Research and Development — Costs to research, design, and develop the Company’s products are expensed as incurred and consist primarily of employee compensation, external contractor costs, and fees for the development of prototype products. Software development costs are capitalized beginning when a product’s technological feasibility has been established and ending when a product is available for general release to customers. Generally, the Company’s products are released soon after technological feasibility has been established. Costs incurred subsequent to achieving technological feasibility have been expensed as incurred. The Company capitalizes certain costs for its internal-use software incurred during the application development stage. Costs related to preliminary project activities and post implementation activities are expensed as incurred. Internal-use software is amortized on a straight line basis over its estimated useful life, generally three years . The estimated useful life is determined based on management’s judgment on how long the core technology and functionality serves internal needs and the customer base. 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. 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”). 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. 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). See Note 10, Stock-Based Compensation , for further information regarding the Company’s stock-based compensation assumptions and expenses. The Company has elected to use the Black Scholes pricing model to estimate the fair value of its stock options, which incorporates various subjective assumptions including volatility, risk-free interest rate, expected life, and dividend yield to calculate the fair value of stock option awards. Since the Company has been publicly traded for many years, it utilizes its own historical volatility in valuing its stock option grants. The expected life of an award is based on historical experience, the terms and conditions of the stock awards granted to employees, as well as the potential effect from options that have not been exercised at the time. The assumptions used in calculating the fair value of stock-based payment awards represent management’s estimates. These estimates involve inherent uncertainties and the application of management’s judgment. If factors change and the Company uses different assumptions, its stock-based compensation expense could be materially different in the future. In addition, the Company estimates the expected forfeiture rate and recognizes expense only for those awards which are ultimately expected-to-vest shares. If the actual forfeiture rate is materially different from the Company’s estimate, the recorded stock-based compensation expense could be different. Forfeitures to be estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. Income Taxes — The Company accounts for income taxes in accordance with ASC 740, Income Taxes (“ASC 740”), which requires the asset and liability approach for financial accounting and reporting of income taxes. Deferred income taxes reflect the recognition of future tax consequences of events that have been recognized in the Company’s consolidated financial statements or tax returns. The carrying value of net deferred tax assets reflects that the Company has been unable to generate sufficient taxable income in certain tax jurisdictions. A valuation allowance is provided to reduce the deferred tax asset to an amount that is more likely than not to be realized. The deferred tax assets are still available for the Company to use in the future to offset taxable income, which would result in the recognition of a tax benefit and a reduction in the Company’s effective tax rate. Actual operating results and the underlying amount and category of income in future years could render the Company’s current assumptions, judgments and estimates of the realizability of deferred tax assets inaccurate, which could have a material impact on its financial position or results of operations. The Company accounts for uncertain tax positions in accordance with ASC 740, which clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements. It prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. Such changes in recognition or measurement might result in the recognition of a tax benefit or an additional charge to the tax provision in the period. 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. Net Income (Loss) Per Share — Basic net income (loss) per share is based upon the weighted average number of common shares outstanding during the period. Diluted net income (loss) per share is based upon the weighted average number of common shares and dilutive-potential common share equivalents outstanding during the period (using the treasury stock or if-converted method), if applicable. 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. 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). Foreign Currency Translation and Transactions — The functional currencies of the Company’s foreign subsidiaries are the local currencies, except for the Singapore subsidiary, which uses the U.S. dollar as its functional currency. For those subsidiaries whose functional currency is the local currency, the Company translates assets and liabilities to U.S. dollars using period-end exchange rates and translates revenues and expenses using average exchange rates during the period. Exchange gains and losses arising from translation of foreign entity financial statements are included as a component of accumulated other comprehensive income (loss) in equity and gains and losses from transactions denominated in currencies other than the functional currency of the Company are included in the Company’s consolidated statements of comprehensive income (loss). 43 Recently Adopted Accounting Standards In November 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update (“ASU”) No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures , which amends reportable segment requirements, primarily through enhanced disclosures about significant segment expenses, including for public entities that have a single reportable segment. The standard is effective for fiscal years beginning after December 31, 2023 and interim periods within fiscal years beginning after December 31, 2024. The Company adopted ASU 2023-07 on December 31, 2024 and have made the necessary reportable segment disclosures (See Note 12, Segment Reporting ). Recent Issued Accounting Standards Not Yet Adopted From time to time, new accounting pronouncements are issued by the FASB that the Company adopts as of the specified effective date. Unless otherwise discussed, the Company does not believe that the impact of recently issued standards that are not yet effective will have a material impact on its financial position or results of operations upon adoption. In December 2023, the FASB released ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures , which amends income tax disclosure requirements to enhance the transparency and decision usefulness for users of the consolidated financial statements. The standard is effective for fiscal years beginning after December 31, 2024. The Company is currently evaluating any impact of this standard on our financial statement disclosures. In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income (Topic 220): Disaggregation of Income Statement Expenses (“ASU 2024-03”), which requires public entities to provide disaggregated disclosures of certain expense captions presented on the face of the income statement into specific categories within the notes to the consolidated financial statements. ASU 2024-03 is effective for the Company’s annual periods beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted. The ASU may be applied either on a prospective or retrospective basis. The Company is currently evaluating the impact of adoption of ASU 2024-03 on its financial statements and related disclosures. Note 3. 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. As consideration for the Asset Sale, the Company received approximately $ 143.9 million in cash. In connection with the closing of the Asset Sale, the Company and Buyer entered into a transition services agreement (the “Transition Services Agreement”). The Transition Services Agreement outlines the information technology, people, and facility support the Company will provide to Buyer for a period of 12 months to 18 months after the transaction closing date. The agreed upon charges for such services are intended to allow the Company and Buyer, respectively, to recover all costs and expenses of providing such services. Fees earned and incurred under the Transition Services Agreement for the year ended December 31, 2024 were immaterial. 44 The following summarizes the components of the gain on sale of the Physical Security Business, net of taxes (in thousands): Cash proceeds $ 144,262 Net working capital adjustment ( 408 ) Net cash proceeds 143,854 Assets sold: Cash 868 Accounts receivable 11,610 Inventories 15,969 Prepaid expenses and other current assets 1,640 Property and equipment 861 Other assets 2,963 Total assets sold 33,911 Liabilities divested: Accounts payable 4,179 Deferred revenue 3,579 Other accrued expenses and liabilities 718 Other liabilities 2,482 Total liabilities divested 10,958 Other: Goodwill written off related to sale of Physical Security Business ( 10,196 ) Intangible assets written off related to sale of Physical Security Business ( 3,595 ) Transaction and other costs ( 676 ) Total other ( 14,467 ) Income tax provision 2,925 Gain on sale of Physical Security Business, net of taxes $ 103,509 Discontinued Operations As the sale of the Company's Physical Security Business represented a significant strategic shift that has a material effect on the Company's operations and financial results, the Company has separately reported the results of its Physical Security Business as discontinued operations in the consolidated statements of comprehensive income (loss) for all periods presented. The following presents the financial results of discontinued operations (in thousands): Year Ended December 31, 2024 2023 Net revenue $ 42,473 $ 72,938 Cost of revenue 22,825 36,784 Gross profit 19,648 36,154 Operating expenses: Research and development 6,514 7,191 Selling and marketing 11,960 16,928 General and administrative 3,741 3,028 Restructuring and severance 145 557 Total operating expenses 22,360 27,704 Income (loss) from operations ( 2,712 ) 8,450 Non-operating income (expense): Foreign currency gains (losses), net ( 25 ) 35 Income (loss) before income tax benefit (provision) ( 2,737 ) 8,485 Income tax provision ( 41 ) ( 99 ) Net income (loss) $ ( 2,778 ) $ 8,386 The cash flows related to the discontinued operations have not been segregated and are included in the consolidated statements of cash flows. The following presents the significant non-cash items and capital expenditures related to discontinued operations (in thousands): 45 Year Ended December 31, 2024 2023 Depreciation and amortization $ 892 $ 1,420 Capital expenditures 322 521 Stock-based compensation 5,254 1,902 The carrying value of the assets and liabilities of the discontinued operations on the consolidated balance sheet as of December 31, 2023 were as follows (in thousands): December 31, 2023 ASSETS Accounts receivable, net $ 14,795 Inventories 16,063 Prepaid expenses and other current assets 2,251 Total current assets held-for-sale $ 33,109 Property and equipment, net $ 848 Operating lease right-of-use assets 2,925 Intangible assets, net 4,251 Goodwill 10,218 Other assets 556 Total long-term assets held-for-sale $ 18,798 LIABILITIES Accounts payable $ 6,805 Operating lease liabilities 932 Deferred revenue 2,341 Accrued compensation and related benefits 958 Accrued income taxes payable 161 Other accrued expenses and liabilities 1,012 Total current liabilities held-for-sale $ 12,209 Long-term operating lease liabilities $ 2,209 Long-term deferred revenue 927 Total long-term liabilities held-for-sale $ 3,136 Revenue Recognition The Physical Security Business recognized revenue upon transfer of control of promised products or services to customers in an amount that reflected the consideration expected to be received in exchange for those products or services. The contracts entered into could have included various combinations of its products, software licenses, and services, which were generally capable of being distinct and accounted for as separate performance obligations. For contracts with multiple performance obligations, the transaction price was allocated to each performance obligation, generally on a relative basis using its standalone selling price. The stated contract value was generally the transaction price to be allocated to the separate performance obligations. Revenue was recognized net of any taxes collected from customers that were subsequently remitted to governmental authorities. Timing of Revenue Recognition Revenues were derived from sales of hardware products, software licenses, subscriptions, professional services, software maintenance and support, and extended hardware warranties. 46 Performance Obligation When Performance Obligation is Typically Satisfied When Payment is Typically Due How Standalone Selling Price is Typically Estimated Hardware products When customer obtained control of the product (point-in-time) Within 30 - 60 days of shipment Observable in transactions without multiple performance obligations Software licenses When license was delivered to customer or made available for download, and the applicable license period had begun (point-in-time) Within 30 - 60 days of the beginning of license period Established pricing practices for software licenses bundled with software maintenance, which were separately observable in renewal transactions Subscriptions Ratably over the course of the subscription term (over time) In advance of subscription term Contractually stated or list price Professional services As services were performed and/or when contract was fulfilled (point-in-time) Within 30 - 60 days of delivery Observable in transactions without multiple performance obligations Software maintenance and support services Ratably over the course of the support contract (over time) Within 30 - 60 days of the beginning of the contract period Observable in renewal transactions Extended hardware warranties Ratably over the course of the support contract (over time) Within 30 - 60 days of the beginning of the contract period Observable in renewal transactions Significant Judgments Contracts with customers often included promises to transfer multiple products and services to a customer. For such arrangements, the transaction price was allocated to each performance obligation based on its relative standalone selling price (“SSP”). Judgment was required to determine the SSP for each distinct performance obligation in a contract. For the majority of items, the SSP was estimated using historical transaction data. In instances where SSP was not directly observable, such as when the product or service was not sold separately, the SSP was determined using information that may have included market conditions and other observable inputs. The determination of SSP was an ongoing process and information was reviewed regularly in order to ensure SSPs reflected current information or trends. Note 4. Revenue Revenue Recognition Revenue is recognized upon transfer of control of promised products to customers in an amount that reflects the consideration the Company expects to receive in exchange for those products. For contracts with multiple performance obligations, the Company allocates the transaction price of the contract to each performance obligation, generally on a relative basis using its standalone selling price. The stated contract value is generally the transaction price to be allocated to the separate performance obligations. Revenue is recognized net of any taxes collected from customers that are subsequently remitted to governmental authorities. Disaggregation of Revenue The Company disaggregates revenue from contracts with customers based on the shipping location of the customer. The geographic regions that are tracked are the Americas, Europe and the Middle East, and Asia-Pacific regions. See Note 12. Segment Reporting for net revenue based on the disaggregation criteria noted above. All revenues from continuing operations are recognized at a point in time following the transfer of control of the products to the customer, which typically occurs upon shipment or delivery depending on the terms of the underlying contract. 47 Note 5. Fair Value Measurements The Company determines the fair values of its financial instruments based on a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The classification of a financial asset or liability within the hierarchy is based upon the lowest level input that is significant to the fair value measurement. Under ASC 820, Fair Value Measurement and Disclosures (“ASC 820”), the fair value hierarchy prioritizes the inputs into three levels that may be used to measure fair value: • Level 1 – Quoted prices (unadjusted) for identical assets and liabilities in active markets; • Level 2 – Inputs other than quoted prices in active markets for identical assets and liabilities that are observable either directly or indirectly; and • Level 3 – Unobservable inputs. Assets and Liabilities Measured at Fair Value on a Recurring Basis As of 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). As of December 31, 2023, the only assets measured and recognized at fair value on a recurring basis were nominal cash equivalents. As of December 31, 2024 and 2023 , there were no liabilities measured and recognized at fair value on a recurring basis. Assets and Liabilities Measured at Fair Value on a Non-recurring Basis 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. The Company reviews its investments to identify and evaluate investments that have an indication of possible impairment. The Company adjusts the carrying value for its privately-held investments for any impairment if the fair value is less than the carrying value of the respective assets on an other-than-temporary basis. The amount of privately-held investments is included in other assets in the accompanying consolidated balance sheets. During the year ended December 31, 2023, the Company received proceeds of approximately $ 132,000 from the acquisition of a private company that the Company had invested in, which had been fully impaired and had no carrying value. As of December 31, 2024 and 2023 , there were no liabilities that are measured and recognized at fair value on a non-recurring basis. Assets and Liabilities Not Measured at Fair Value The carrying amounts of the Company's accounts receivable, prepaid expenses and other current assets, accounts payable, and other accrued 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. Inventories consist of (in thousands): December 31, 2024 2023 Raw materials $ 3,893 $ 8,002 Work-in-progress — 5 Finished goods 3,582 4,642 Total $ 7,475 $ 12,649 48 The Company wrote down inventory of approximately $ 0.8 million in the fourth quarter of 2024 related to inventory on hand designated specifically for one customer that phased out of a legacy program earlier than expected. Property and equipment, net consists of (in thousands): December 31, 2024 2023 Building and leasehold improvements $ 1,315 $ 1,392 Furniture, fixtures and office equipment 221 215 Plant and machinery 17,967 17,528 Purchased software 724 296 Total 20,227 19,431 Accumulated depreciation ( 12,533 ) ( 10,959 ) Property and equipment, net $ 7,694 $ 8,472 The Company recorded depreciation expense of $ 2.0 million and $ 1.3 million during the years ended December 31, 2024 and 2023, respectively. Depreciation expense included in discontinued operations was $ 0.2 million and $ 0.4 million for the years ended December 31, 2024 and 2023, respectively. Other accrued expenses and liabilities consist of (in thousands): December 31, 2024 2023 Accrued professional fees $ 526 $ 404 Accrued warranties 214 217 Amounts payable under the Transition Services Agreement 354 — Amounts payable related to purchase price adjustment 474 — Other accrued expenses 759 296 Total $ 2,327 $ 917 Note 7. Financial Liabilities On February 8, 2017, the Company entered into a Loan and Security Agreement (as amended or amended and restated from time to time, the “Loan Agreement”) with East West Bank (“EWB”). Following subsequent amendments, the Loan Agreement provided a $ 20.0 million revolving loan facility (at prime minus 0.25 %) maturing on February 8, 2025 . The Loan Agreement contained customary representations and warranties and customary affirmative and negative covenants, including, limits or restrictions on the Company’s ability to incur liens, incur indebtedness, make certain restricted payments (including dividends), merge or consolidate and dispose of assets, as well as other financial covenants. Upon the closing of Asset Sale, as discussed in Note 3. Discontinued Operations , the Company and EWB terminated the Loan Agreement, with EWB releasing all liens on the Company's net assets. Note 8. Income Taxes Loss from continuing operations before income tax provision for domestic and non-U.S. operations is as follows (in thousands): For the Year Ended December 31, 2024 2023 Loss from continuing operations before income tax provision: U.S. $ ( 27,317 ) $ ( 16,164 ) Foreign 1,496 2,354 Loss from continuing operations before income tax provision $ ( 25,821 ) $ ( 13,810 ) 49 The income tax provision consisted of the following (in thousands): For the Year Ended December 31, 2024 2023 Deferred: Federal $ — $ — State — — Foreign — — $ — $ — Current: Federal $ — $ — State 39 ( 54 ) Foreign 51 119 Total current 90 65 Total income tax provision $ 90 $ 65 Significant items making up deferred tax assets and liabilities are as follows (in thousands): December 31, 2024 2023 Deferred tax assets: Allowances not currently deductible for tax purposes $ 186 $ 803 Net operating loss carryforwards 27,577 35,252 Operating lease liabilities — 834 General carryforwards 1,533 16,844 Stock-based compensation 1,334 1,272 Accrued and other 1,992 4,270 32,622 59,275 Less valuation allowance ( 32,299 ) ( 56,045 ) 323 3,230 Deferred tax liabilities: Depreciation and amortization — ( 660 ) Operating lease right-of-use assets — ( 493 ) State income taxes ( 323 ) ( 2,077 ) ( 323 ) ( 3,230 ) Net deferred tax asset $ — $ — Management assesses the available positive and negative evidence to estimate if sufficient future taxable income will be generated to use the existing deferred tax assets. 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 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. The net deferred tax liabilities are primarily from foreign tax liabilities as well as intangibles acquired as a result of the acquisitions, which are not deductible for tax purposes. 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 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. Historically, taxpayers had the option of expensing Section 174 costs currently or amortizing over five years . The Act provision requires taxpayers to now capitalize such costs and amortize over five years for research conducted domestically or fifteen years if conducted outside of the U.S. As of December 31, 2024 , the Company had net operating loss carryforwards of $ 70.3 million for federal, $ 25.0 million for state and $ 48.2 million for foreign income tax purposes. Certain of the Company’s federal, state and foreign loss carryforwards have started expiring and will continue to expire through 2037 if not utilized. The Tax Reform Act of 1986 (the “Tax Reform Act”) limits the use of net operating loss and tax credit carryforwards in certain situations where changes occur in stock ownership. The Company completed its acquisition of Bluehill ID AG on January 4, 2010, which resulted in a stock ownership change as defined by the Tax Reform Act. The Company also completed its acquisition of 3VR Security, Inc. on February 14, 2018, which resulted in a stock ownership change as defined by the Tax Reform Act. These transactions resulted in limitations on the annual utilization of federal and state net operating loss carryforwards and credits. As a result, the Company reevaluated its available deferred tax assets, and the loss carryforward and credit amounts, excluding the valuation allowance presented above have been adjusted for the limitation resulting from the change in ownership in accordance with the provisions of the Tax Reform Act. The 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. ASC 740 clarifies the accounting for uncertainty in income taxes recognized in an entity’s financial statements. It prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. ASC 740 also provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. On August 16, 2022, the President of the United States signed into law the Inflation Reduction Act ("H.R. 5376"), which contained various tax law changes, including the imposition of an AMT on “large” corporations, a tax on certain stock buybacks, and other targeted revenue raisers. The Company analyzed the provisions of H.R. 5376 and currently does not expect this law to have any material effect on the Company. 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. As of December 31, 2024 and 2023 , the Company recognized liabilities for unrecognized tax benefits of $ 2.3 million and $ 2.3 million, respectively. Since there was a full valuation allowance against these deferred tax assets, there was no impact on the Company’s consolidated balance sheets or statements of comprehensive income (loss) for the years ended December 31, 2024 and 2023. Also the subsequent recognition, if any, of these previously unrecognized tax benefits would not affect the effective tax rate. Such recognition would result in adjustments to other tax accounts, primarily deferred taxes. The amount of unrecognized tax benefits which, if recognized, would not affect the Company's tax rate as of December 31, 2024 and 2023, respectively. The Company recognizes interest accrued related to unrecognized tax benefits and penalties as in the income tax provision. For the year ended December 31, 2024 , the Company recorded an increase in accrued interest of $ 2,000 related to the unrecognized tax benefits noted above. As of December 31, 2024 , the Company has recognized a total liability for penalties of $ 4,000 and interest of $ 10,000 . For the year ended December 31, 2023, the Company recorded an increase in accrued penalties of $ 1,000 and an increase in accrued interest of $ 2,000 related to the unrecognized tax benefits noted above. As of December 31, 2023, the Company had recognized a total liability for penalties of $ 4,000 and interest of $ 8,000 . The Company files U.S. federal, U.S. state and foreign tax returns. The Company generally is no longer subject to tax examinations for years prior to 2020. However, if loss carryforwards of tax years prior to 2017 are utilized in the U.S., these tax years may become subject to investigation by the tax authorities. Note 9. Stockholders’ Equity Preferred Stock The Company is authorized to issue 10,000,000 shares of preferred stock, 40,000 of which have been designated as Series A Participating Preferred Stock, par value $ 0.001 per share, and 5,000,000 of which have been designated as Series B Non-Voting Convertible Preferred Stock, par value $ 0.001 per share (the “Series B Preferred Stock”). 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. The Board of Directors may from time to time, without further action by the Company’s stockholders, direct the issuance of shares of preferred stock in other series and may, at the time of issuance, determine the rights, preferences and limitations of each series, including voting rights, dividend rights and redemption and liquidation preferences. Satisfaction of any dividend preferences of outstanding shares of preferred stock would reduce the amount of funds available for the payment of dividends on shares of the Company’s common stock. Holders of shares of preferred stock may be entitled to receive a preference payment in the event of any liquidation, dissolution or winding-up of the Company before any payment is made to the holders of shares of the Company’s common stock. Upon the affirmative vote of the Board, without stockholder approval, the Company may issue shares of preferred stock with voting and conversion rights, which could adversely affect the holders of shares of its common stock. 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”). 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 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. Gross proceeds to the Company from the second closing were approximately $ 8.0 million, before deducting fees and certain expenses payable by the Company. 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 . 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. Based on the current conversion price, the outstanding shares, including the accretion of dividends, of Series B convertible preferred stock as of December 31, 2024 would be convertible into 6,867,990 shares of the Company’s common stock. However, the conversion rate will be subject to adjustment in certain instances, such as if the Company issues shares of its common stock at a price less than $ 4.00 per common share, subject to a minimum conversion price of $ 3.27 per share. As of December 31, 2024, none of the contingent conditions to adjust the conversion rate had been met. Each share of Series B convertible preferred stock is entitled to a cumulative annual dividend of 5 % for the first six (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. The dividends accrue and are payable in kind upon such time as the shares convert into the Company’s common stock. In general, the shares are not entitled to vote except in certain limited cases, including in change of control transactions where the expected price per share distributable to the Company’s stockholders is expected to be less than $ 4.00 per share. The Certificate of Designation with respect to the Series B convertible preferred stock further provides that in the event of, among other things, any change of control, liquidation or dissolution of the Company, the holders of the Series B convertible preferred stock will be entitled to receive, on a pari passu basis with the holders of the common stock, the same amount and form of consideration that the holders of the Company’s common stock receive (on an as-if-converted-to-common-stock basis and without regard to the Ownership Limitation applicable to the Series B convertible preferred stock). 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. Under the Stock Repurchase Program, effective November 15, 2024, the Company may repurchase shares of common stock on a discretionary basis from time to time through open market repurchases, privately negotiated transactions, or other means. The timing and amount of shares repurchased depends on a number of factors, including stock price, trading volume, general market and business conditions, liquidity and capital needs, and other factors. The Stock Repurchase Program does not obligate the Company to repurchase any specific dollar amount or acquire any specific number of shares of common stock. The Stock Repurchase Program has no expiration date and may be suspended or discontinued at any time without notice. During the quarter ended December 31, 2024, the Company repurchased 463,779 shares of common stock under the Stock Repurchase Program for total consideration of approximately $ 1.9 million. Additionally, during the year ended December 31, 2024, the Company repurchased 423,679 shares of our common stock surrendered to the Company to satisfy tax withholding obligations in connection with the vesting of RSUs issued to employees. 53 Common Stock Reserved for Future Issuance Common stock reserved for future issuance as of December 31, 2024 was as follows: Exercise of outstanding stock options, vesting of restricted stock units ("RSU"), and issuance of RSUs and performance stock units ("PSU") vested but not released 1,777,327 Employee Stock Purchase Plan 293,888 Shares of common stock available for grant under the 2011 Plan 752,584 Shares of common stock issuable upon conversion of Series B convertible preferred stock 7,541,449 Total 10,365,248 Note 10. Stock-Based Compensation Stock Incentive Plan The Company maintains a stock-based compensation plan, the 2011 Incentive Compensation Plan, as amended (the “2011 Plan”), to attract, motivate, retain and reward employees, directors and consultants by providing its Board or a committee of the Board the discretion to award equity incentives to these persons. On June 6, 2011, the Company’s stockholders approved the 2011 Plan, which is administered by the Compensation Committee of the Board. The 2011 Plan provides that stock options, stock units, restricted shares, and stock appreciation rights may be granted to executive officers, directors, consultants, and other key employees. In aggregate, as of December 31, 2023, 374,710 shares were available for future grant under the 2011 Plan. At the Company's annual stockholder meeting held on June 28, 2024, the stockholders approved an increase in the number of shares of common stock authorized for issuance under the 2011 Plan by an aggregate of 1,500,000 shares to an aggregate of 6,759,956 shares. Stock Options The following is a summary of stock option activity for the year ended December 31, 2024: Number Outstanding Average Exercise Price per Share Weighted Average Remaining Contractual Term (Years) Aggregate Intrinsic Value Balance as of January 1, 2024 494,960 $ 4.99 2.23 $ 1,725,985 Granted — — — Cancelled or Expired ( 50,500 ) 10.50 — Exercised — — — Balance as of December 31, 2024 444,460 $ 4.36 1.43 $ — Vested or expected to vest as of December 31, 2024 444,460 $ 4.36 1.43 $ — Exercisable as of December 31, 2024 444,460 $ 4.36 1.43 $ — The aggregate intrinsic value in the table above represents the difference between the fair value of the Company’s common stock as of December 31, 2024 and the exercise price of in-the-money stock options multiplied by the number of such stock options. The following table summarizes information about stock options outstanding as of December 31, 2024: Stock Options Outstanding Stock Options Exercisable Range of Exercise Prices Number Outstanding Weighted Average Remaining Contractual Life (Years) Weighted Average Exercise Price Number Exercisable Weighted Average Exercise Price $ 4.36 - $ 4.36 444,460 1.43 $ 4.36 444,460 $ 4.36 On September 6, 2024, in connection with the closing of the Asset Sale and the departure of Steven Humphreys, the Company's former chief executive officer, the Company amended Mr. Humphreys' fully vested stock option award to purchase 444,460 shares of the Company's common stock at an exercise price of $ 4.36 per share by extending the period of time to exercise the stock option from 54 three months to twelve months . In the third quarter of 2024, the Company recognized $ 0.2 million in stock-based compensation related to the modification of the contractual terms of Mr. Humphreys' stock option award. As of December 31, 2024, there was no unrecognized stock-based compensation expense related to stock options. Restricted Stock Units The following is a summary of RSU activity for the year ended December 31, 2024: Number Outstanding Weighted Average Fair Value Unvested as of January 1, 2024 730,062 $ 11.17 Granted 1,290,040 4.39 Vested ( 1,098,132 ) 7.19 Forfeited ( 114,985 ) 7.26 Unvested as of December 31, 2024 806,985 $ 6.31 RSUs vested but not released 108,382 $ 7.16 The fair value of the Company’s RSUs is calculated based upon the fair market value of the Company’s common stock at the date of grant. As of 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. At the closing of the Asset Sale, unvested RSUs held by employees who became employed by the Buyer (or an affiliate of Buyer) became fully vested, resulting in the recognition of $ 3.8 million in stock-based compensation expense in the third quarter of 2024. RSUs held by the Company's remaining employees and its non-employee directors continue to vest according to their original terms. Performance Stock Units The Company grants PSUs to certain key employees that are subject to the attainment of performance goals established by the Company’s Compensation Committee, the periods during which performance is to be measured, and other limitations and conditions. Performance goals are based on pre-established objectives that specify the manner of determining the number of PSUs that will vest if performance goals are attained. If an employee terminates employment, the non-vested portion of the PSUs will not vest and all rights to the non-vested portion will terminate. The following is a summary of PSU activity for the year ended December 31, 2024: Number Outstanding Weighted Average Fair Value Unvested as of January 1, 2024 — $ — Granted 477,500 4.07 Vested ( 3,750 ) — Forfeited ( 56,250 ) 4.07 Unvested as of December 31, 2024 417,500 $ 4.07 As of December 31, 2024 , there was $ 1.3 million of unrecognized compensation expense related to unvested PSUs, which is expected to be recognized over a period of 1.0 years. No tax benefit was realized from PSUs for the year ended December 31, 2024. 55 Stock-Based Compensation Expense The following table summarizes stock-based compensation expense related to stock options, RSUs, and PSUs included in the consolidated statements of comprehensive income (loss) (in thousands): Year Ended December 31, 2024 2023 Cost of revenue $ 22 $ 35 Research and development 201 112 Selling and marketing 848 498 General and administrative 2,405 1,424 Stock-based compensation expense - continuing operations 3,476 2,069 Stock-based compensation expense - discontinued operations 5,254 1,902 Total $ 8,730 $ 3,971 Restricted Stock Unit Net Share Settlements During the years ended December 31, 2024 and 2023, the Company repurchased 423,679 and 110,753 shares, respectively, of common stock surrendered to the Company to satisfy tax withholding obligations in connection with the vesting of RSUs issued to employees. Note 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. Diluted net income (loss) per common share is impacted by equity instruments considered to be potential common shares, if dilutive, computed using the treasury stock or the if-converted method of accounting. The calculations for basic and diluted net income (loss) per common share are as follows: Year Ended December 31, 2024 2023 Net loss from continuing operations $ ( 25,911 ) $ ( 13,875 ) Net income from discontinued operations, net of tax 100,731 8,386 Net income (loss) 74,820 ( 5,489 ) Less: accretion of Series B convertible preferred stock dividends ( 883 ) ( 1,266 ) Net income (loss) available to common stockholders $ 73,937 $ ( 6,755 ) Weighted average common shares outstanding - basic and diluted 23,581 23,068 Basic and diluted net income (loss) per common share: Continuing operations $ ( 1.14 ) $ ( 0.66 ) Discontinued operations, net of tax $ 4.27 $ 0.36 Net income (loss) per common share $ 3.14 $ ( 0.29 ) 56 The following common stock equivalents have been excluded from diluted net income (loss) per share for the fiscal years presented below because their inclusion would have been anti-dilutive (in thousands): December 31, 2024 2023 Shares of common stock subject to outstanding RSUs 807 730 Shares of common stock subject to outstanding PSUs 418 — Shares of common stock subject to outstanding stock options 444 495 Shares of common stock issuable upon conversion of Series B convertible preferred stock 6,868 6,647 Total 8,537 7,872 Note 12. Segment Reporting Segment Reporting Historically, the Company organized its operations into two reportable business segments: Identity and Premises. The Identity segment included products and solutions that enabled secure access to information serving the logical access and cyber-security market, and protected connected objects and information using RFID embedded security. The Premises segment included the Company's solutions to address the premises security market for government and enterprise, including access control, video surveillance, analytics, audio, access readers and identities. As disclosed in Note 1, 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. The chief operating decision maker assesses performance for the segment and decides how to allocate resources based on consolidated income (loss) from continuing operations that also is reported on the consolidated statements of comprehensive income (loss). The measure of segment assets is reported on the consolidated balance sheet as total consolidated assets. 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. The Company’s chief operating decision maker is the chief executive officer ("CODM"). Geographic Information Geographic net revenue is based on the customer’s ship-to location. Information regarding net revenue by geographic region for the years ended December 31, 2024 and 2023 is as follows (in thousands): Year Ended December 31, 2024 2023 Americas $ 12,022 $ 22,266 Europe and the Middle East 7,591 12,281 Asia-Pacific 7,015 8,898 Total $ 26,628 $ 43,445 As percentage of net revenue: Americas 45 % 52 % Europe and the Middle East 29 % 28 % Asia-Pacific 26 % 20 % Total 100 % 100 % 57 Long-lived assets by geographic location as of December 31, 2024 and 2023 are as follows (in thousands): December 31, 2024 2023 Property and equipment, net: Americas $ 68 $ 65 Europe and the Middle East 475 355 Asia-Pacific 7,151 8,052 Total property and equipment, net $ 7,694 $ 8,472 Operating lease ROU assets: Americas $ — $ — Europe and the Middle East 335 371 Asia-Pacific 1,665 1,918 Total operating lease ROU assets $ 2,000 $ 2,289 Significant Segment Expenses The Company adopted ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures on December 31, 2024. As the Company's CODM manages operations on a consolidated basis, consolidated income (loss) from continuing operations as reported in the Company's consolidated statements of comprehensive income (loss) is the U.S. GAAP measure that is used to make operating decisions and evaluate operating performance. The significant expense categories which are used to manage operations are those reflected in the Company's consolidated statements of comprehensive income (loss). Note 13. Restructuring and Severance During the years ended December 31, 2024 and 2023, restructuring expenses consisted of severance related costs of $ 540,000 and $ 157,000 , respectively. As of December 31, 2024 and 2023, there was no accrual for restructuring activities. Note 14. Leases The Company’s leases consist primarily of operating leases for administrative office space, research and development facilities, a manufacturing facility, and sales offices in various countries around the world. The Company determines if an arrangement is a lease at inception. Some lease agreements contain lease and non-lease components, which are accounted for as a single lease component. Total rent expense included in continuing operations was $ 0.9 million and $ 0.9 million for the years ended December 31, 2024 and 2023, respectively. Total rent expense included in discontinued operations was $ 0.9 million and $ 1.1 million for the years ended December 31, 2024, and 2023, respectively. Initial lease terms are determined at commencement and may include options to extend or terminate the lease when it is reasonably certain the Company will exercise the option. Remaining lease terms range from one to four years , some of which include options to extend for up to five years. Leases with an initial term of twelve months or less are not recorded on the consolidated balance sheets. As the Company’s leases do not provide an implicit rate, the present value of future lease payments is determined using the Company’s incremental borrowing rate based on information available at the lease commencement date. The table below reconciles the undiscounted cash flows for the first five years and the total of the remaining years to the operating lease liabilities recorded on the consolidated balance sheets as of December 31, 2024 (in thousands): December 31, 2024 2025 $ 1,009 2026 795 2027 361 2028 49 Total minimum lease payments 2,214 Less: amount of lease payments representing interest ( 195 ) Present value of future minimum lease payments 2,019 Less: current liabilities under operating leases ( 852 ) Long-term operating lease liabilities $ 1,167 58 As of December 31, 2024, the weighted average remaining lease term for the Company’s operating leases was 2.4 years, and the weighted average discount rate used to determine the present value of the Company’s operating leases was 7.7 %. Cash paid for amounts included in the measurement of operating lease liabilities was $ 1.7 million and $ 1.8 million for the years ended December 31, 2024 and 2023, respectively. Note 15. Legal Proceedings The Company may from time to time become subject to claims arising in the ordinary course of business or could be named a defendant in additional lawsuits. The outcome of such claims or other proceedings cannot be predicted with certainty and may have a material effect on the Company’s financial condition, results of operations or cash flows. The Company is not a party to any material legal proceedings as of December 31, 2024. Note 16. Commitments and Contingencies The following table summarizes the Company’s principal contractual commitments, excluding operating leases, as of December 31, 2024 (in thousands): Purchase Commitments Other Contractual Commitments Total 2025 $ 3,788 $ 114 $ 3,902 2026 — 32 32 2027 — 3 3 Total $ 3,788 $ 149 $ 3,937 Purchase commitments for inventories are highly dependent upon forecasts of customer demand. Due to the uncertainty in demand from its customers, the Company may have to change, reschedule, or cancel purchases or purchase orders from its suppliers. These changes may lead to vendor cancellation charges on these purchases or contractual commitments. 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 determination of such allowances requires the Company to make estimates of product return rates and expected costs to repair or to replace the products under warranty. The Company currently establishes warranty reserves based on historical warranty costs for each product line combined with liability estimates based on the prior 12 months’ sales activities. 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 ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOU NTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE Not applicable.