Current Report Filing (8-k)
07 January 2020 - 8:31AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT
REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 19, 2019
Impinj, Inc.
(Exact
name of registrant as specified in its charter)
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Delaware
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001-37824
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91-2041398
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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400 Fairview Avenue North, Suite 1200
Seattle, Washington 98109
(Address of Principal Executive Offices, and Zip Code)
(206) 517-5300
(Registrants Telephone Number, Including Area Code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of
the registrant under any of the following provisions:
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☐ Written communication pursuant to Rule 425 under the
Securities Act (17 CFR 230.425)
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☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐ Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐ Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading
Symbol(s)
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Name of each exchange
on which registered
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Common Stock, par value $0.001 per share
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PI
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The Nasdaq Global Select Market
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933
(17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
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On December 19, 2019, pursuant to that certain purchase agreement, dated as of December 11, 2019 (the Purchase
Agreement), with Goldman Sachs & Co. LLC, as representative of the several initial purchasers named therein (collectively, the Initial Purchasers), pursuant to which the Company previously issued its 2.00% Convertible
Senior Notes due 2026 (the Notes), the Initial Purchasers notified the Company of their exercise of their 13-day option to purchase an additional $11.25 million aggregate principal amount
of the Notes (the Additional Notes), as set forth in the Purchase Agreement, and on December 23, 2019, the Company issued and sold the Additional Notes to the Initial Purchasers.
In connection with the exercise by the Initial Purchasers of their option to purchase the Additional Notes, on December 19, 2029, the
Company entered into privately negotiated capped call transactions (the Additional Capped Call Transactions) with JPMorgan Chase Bank, National Association, Goldman Sachs & Co. LLC and Morgan Stanley & Co. LLC (the
Option Counterparties). The Additional Capped Call Transactions were made on substantially identical terms as the private negotiated capped call transactions the Company entered into with the Option Counterparties on December 11,
2019, as described in the Companys Current Report on Form 8-K dated as of December 11, 2019.
The Additional Capped Call Transactions are separate transactions entered into by the Company with the Option Counterparties, and are not part
of the terms of the Notes and will not affect any holders rights under the Notes. Holders of the Notes will not have any rights with respect to the Additional Capped Call Transactions.
The foregoing descriptions of the Additional Capped Call Transactions are qualified in their entirety by the copy of the form of call option
transaction confirmation relating to the Additional Capped Call Transactions, which is incorporated herein by reference. A copy of the form of call option transaction confirmation was filed as Exhibit 10.1 to the Companys Current Report on
Form 8-K dated as of December 11, 2019.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
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Impinj, Inc.
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Date: January 6, 2020
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By:
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/s/ Chris Diorio
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Chris Diorio
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Chief Executive Officer
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