INVE Technologies Opens Modified Dutch Auction Self-Tender Offer To Buy Up To $20M Shares At $2.85-$3.40/ Share In Cash

INVE Technologies, Inc. (NASDAQ:INVE) ("INVE Technologies" or the "Company") announced today that it has commenced a modified "Dutch auction" self-tender offer to purchase for cash up to $20 million in value of shares of its common stock, $0.001 par value per share, at a price not greater than $3.40 per share nor less than $2.85 per share, net to the seller in cash, less any applicable withholding and, in certain limited circumstances, transfer taxes and without interest. The tender offer commenced today, October 21, 2026, and will expire at 5:00 p.m., New York City time, on Thursday, November 19, 2026, unless extended or terminated. On October 20, 2026, the reported closing price for the common stock on Nasdaq was $2.22 per share. The tender offer is being made as part of the up to $40 million share repurchase program previously authorized by the Company's Board of Directors. The Company also announced preliminary unaudited financial results for the third quarter ended September 30, 2026.

"Following the close of our transaction with Trackonomy, we are delivering on our commitment to return capital to our stockholders," said James Ousley, Chairman of the Board. "We believe this tender offer accelerates that return, while preserving flexibility for future capital returns and strategic acquisitions as we pursue our strategy of acquiring and growing compliance or specialized software businesses that can leverage Physical AI in highly regulated industries."

Modified Dutch Auction Tender Offer

A modified "Dutch auction" self-tender allows stockholders to indicate how many shares and at what price within the range described above (in increments of $0.05 per share) they wish to tender their shares. Based on the number of shares tendered and the prices specified by the tendering stockholders, INVE Technologies will determine the lowest per share price within the range that will enable the Company to purchase $20 million in value of shares, or if a lesser value of shares is properly tendered, all shares that have been properly tendered and not properly withdrawn. INVE Technologies reserves the right, in its sole discretion, to change the per share purchase price range and to increase or decrease the aggregate value of shares sought in the tender offer, subject to applicable law. If shares having an aggregate purchase price of more than $20 million are properly tendered in the tender offer and not properly withdrawn, INVE Technologies reserves the right to accept for purchase pursuant to the tender offer up to an additional 2% of its outstanding shares without extending the expiration time for the tender offer. All shares accepted in the tender offer will be purchased at the same price, even if tendered at a lower price. Any shares tendered may be withdrawn prior to expiration of the tender offer. Stockholders that do not wish to participate in the tender offer do not need to take any action.

If the tender offer is fully subscribed, then shares of common stock having an aggregate purchase price of $20 million will be purchased, representing approximately 24.7 percent to 29.4 percent of INVE Technologies' issued and outstanding shares as of October 19, 2026, depending on the purchase price payable for those shares pursuant to the tender offer.

INVE Technologies will use cash on hand to fund the repurchase of shares in the tender offer and to pay all related fees and expenses. The tender offer is not conditioned upon obtaining financing or any minimum number of shares being tendered; however, the tender offer is subject to a number of other terms and conditions, which are specified in the offer to purchase.

Specific instructions and a complete explanation of the terms and conditions of the tender offer will be contained in the offer to purchase, the related letter of transmittal and the other tender offer materials that will be mailed to registered stockholders shortly and that also can be accessed at the following website: www.dfking.com/INVE. Beneficial holders will receive the offer to purchase and a communication from their bank, broker or custodian.

INVE Technologies' directors and executive officers have advised INVE Technologies that they do not intend to tender their shares in the tender offer.

While INVE Technologies' Board of Directors has approved the making of the tender offer, none of INVE Technologies, its Board of Directors, the dealer manager, the depositary, or the information agent makes any recommendation to any stockholder as to whether to tender or refrain from tendering any shares or as to the price or prices at which stockholders may choose to tender their shares. INVE Technologies has not authorized any person to make any such recommendation. Stockholders must decide whether to tender their shares and, if so, how many shares to tender and at what price or prices. In doing so, stockholders should carefully evaluate all of the information in the offer to purchase, the related letter of transmittal, and the other tender offer materials before making any decision with respect to the tender offer, and should consult their financial and tax advisors.