S-8

As filed with the Securities and Exchange Commission on February 12, 2024

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

IMPINJ, INC.

(Exact name of Registrant as specified in its charter)

Delaware	91-2041398
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

400 Fairview Avenue North, Suite 1200	98109
Seattle, Washington 98109 (Address of principal executive offices)	(Zip Code)

2016 Equity Incentive Plan

2016 Employee Stock Purchase Plan

(Full title of the plan)

Chris Diorio, Ph.D.

Chief Executive Officer

400 Fairview Avenue North, Suite 1200

Seattle, Washington 98109

(206) 517-5300

(Name, address and telephone number, including area code, of agent for service)

Copies to:

Patrick J. Schultheis Michael Nordtvedt Jeana S. Kim Wilson Sonsini Goodrich & Rosati Professional Corporation 701 Fifth Avenue, Suite 5100 Seattle, Washington 98104-7036 Yukio Morikubo General Counsel Impinj, Inc. 400 Fairview Avenue North, Suite 1200 Seattle, Washington 98109 (206) 517-5300

(206) 883-2500

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
		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 7(a)(2)(B) of the Securities Act. ☐

REGISTRATION OF ADDITIONAL SECURITIES

PURSUANT TO GENERAL INSTRUCTION E

This Registration Statement is being filed for the purpose of increasing the number of securities of the same class for which Registration Statements on Form S-8 relating to the 2016 Equity Incentive Plan (the “2016 Plan”) and 2016 Employee Stock Purchase Plan (the “2016 ESPP”) of Impinj, Inc. (the "Registrant") are effective. Accordingly, the contents of the previous Registration Statements on Form S-8 filed by the Registrant with the Securities and Exchange Commission (the “Commission”) on July 21, 2016 (File No. 333-212620), March 10, 2017 (File No. 333-216620), May 10, 2018 (File No. 333-224842), February 28, 2019 (File No. 333-229947), March 2, 2020 (File No. 333-236832), February 17, 2021 (File No. 333-253214), February 14, 2022 (File No. 333-262715), and February 13, 2023 (File No. 333-269733) (collectively, the “Previous Registration Statements”), including periodic reports filed after the Previous Registration Statements to maintain current information about the Registrant, are incorporated by reference into this Registration Statement pursuant to General Instruction E of Form S-8 (the “Registration Statement”).

PART II

INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The Registrant hereby incorporates by reference into this Registration Statement the following documents previously filed with the Commission:

(1) The Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed with the Commission on February 12, 2024 (the “Annual Report”);

(2) All other reports filed with the Commission pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") since the end of the fiscal year covered by the Annual Report (other than the portions of these documents not deemed to be filed); and

(3) The description of the Registrant’s common stock, par value $0.001 per share, contained in the Company’s Registration Statement on Form 8-A (File No. 001-37824) filed with the Commission on July 11, 2016, pursuant to Section 12(b) of the Exchange Act, including any amendment or report filed for the purpose of updating such description.

All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act on or after the date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement that indicates that all securities offered have been sold or that deregisters all securities then remaining unsold shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such documents; provided, however, that documents or information deemed to have been furnished and not filed in accordance with the rules of the Commission shall not be deemed incorporated by reference into this Registration Statement. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any subsequently filed document which also is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Item 8. Exhibits.

Exhibit Number	Exhibit Description	Form		Incorporated byReference			Filing Date
				File No.		Exhibit
4.1	Amended and Restated Certificate of Incorporation of the Registrant, as filed with the Secretary of State of the State of Delaware on June 10, 2020		8-K		001-37824	3.1	June 12, 2020
4.2	Amended and Restated Bylaws of the Registrant, adopted as of February 23, 2023		8-K		001-37824	3.1	February 28, 2023
4.3	Specimen Common Stock Certificate of the Registrant.		S-1/A		333-211779	4.1	July 11, 2016
4.4	2016 Equity Incentive Plan.		S-1/A		333-211779	10.7	July 11, 2016
4.5	Form of Notice of Stock Option Grant and Stock Option Agreement under the 2016 Equity Incentive Plan.		S-1/A		333-211779	10.8	July 11, 2016
4.6	Form of Notice of Restricted Stock Unit Grant and Restricted Stock Unit Agreement under the 2016 Equity Incentive Plan.		10-Q		001-37824	10.1	August 14, 2017
4.7	2016 Employee Stock Purchase Plan.		S-1/A		333-211779	10.9	July 11, 2016
5.1	Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation.
23.1	Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm.
24.1	Power of Attorney (contained on signature page hereto).
107	Filing Fee Table.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Seattle, State of Washington, on the 12th day of February, 2024.

Impinj, Inc.
By:	/s/ Cary Baker
	Cary Baker
	Chief Financial Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Chris Diorio, Ph.D. and Cary Baker, and each of them, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution and full power to act without the other, for him or her and in his or her name, place and stead, in any and all capacities (including his or her capacity as a director or officer of Impinj, Inc.) to sign any or all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as they, he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agents or any of them, or their, his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement on Form S-8 has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Chris Diorio Chris Diorio, Ph.D.	Chief Executive Officer, Vice Chair and Director (Principal Executive Officer)	February 12, 2024
/s/ Cary Baker Cary Baker	Chief Financial Officer (Principal Financial and Accounting Officer)	February 12, 2024
/s/ Steve Sanghi Steve Sanghi	Chair	February 12, 2024
/s/ Miron L. Washington Miron L. Washington	Director	February 12, 2024

/s/ Daniel Gibson Daniel Gibson Director February 12, 2024

/s/ Cathal Phelan Cathal Phelan Chief Innovation Officer and Director February 12, 2024

/s/ Umesh Padval Umesh Padval Director February 12, 2024

/s/ Meera Rao Meera Rao Director February 12, 2024

EX-5.1

  Wilson Sonsini Goodrich & Rosati
Professional Corporation 701 Fifth Avenue
Suite 5100
Seattle, Washington 98104-7036 o: 206.883.2500
f: 866.974.7329

February 12, 2024

Impinj, Inc.
400 Fairview Avenue North, Suite 1200
Seattle, Washington 98109

Re: Registration Statement on Form S-8

Ladies and Gentlemen:

We have examined the Registration Statement on Form S-8 (the “Registration Statement”) to be filed by Impinj, Inc., a Delaware corporation, with the Securities and Exchange Commission on or about the date hereof, in connection with the registration under the Securities Act of 1933, as amended, of an aggregate of 1,629,955 shares of your common stock, par value $0.001 per share (the “Shares”), consisting of: (1) 1,358,296 shares of common stock to be issued under the 2016 Equity Incentive Plan (the “2016 Plan”) and (2) 271,659 shares of common stock to be issued under the 2016 Employee Stock Purchase Plan (the “2016 ESPP,” and together with the 2016 Plan, the “Plans”). As your legal counsel, we have reviewed the actions proposed to be taken by you in connection with the issuance and sale of the Shares to be issued under the Plans.

On the basis of the foregoing, and in reliance thereon, we are of the opinion that the Shares, when issued and sold in the manner referred to in the Plans and pursuant to the agreements that accompany the Plans, will be legally and validly issued, fully paid and nonassessable.

We consent to the use of this opinion as an exhibit to the Registration Statement, and further consent to the use of our name wherever appearing in the Registration Statement and any amendments thereto.

Sincerely,

WILSON SONSINI GOODRICH & ROSATI

Professional Corporation

/s/ Wilson Sonsini Goodrich & Rosati, P.C.

austin beijing boston BOULDER brussels hong kong london los angeles new york palo alto
SALT LAKE CITY san diego san francisco seattle shanghai washington, dc wilmington, de

EX-23.1

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the 2016 Equity Incentive Plan and the 2016 Employee Stock Purchase Plan of Impinj, Inc. of our reports dated February 12, 2024 with respect to the consolidated financial statements of Impinj, Inc. and the effectiveness of internal control over financial reporting of Impinj, Inc. included in its Annual Report (Form 10-K) for the year ended December 31, 2023, filed with the Securities and Exchange Commission.

/s/ Ernst & Young LLP

Seattle, Washington

February 12, 2024

EX-FILING FEES

Exhibit 107

Calculation of Filing Fee Tables

Form S-8

(Form Type)

Impinj, Inc.

(Exact name of registrant as specified in its charter)

Table 1 – Newly Registered Securities
Security Type	Security Class Title	Fee Calculation Rule	Amount Registered(1)	Proposed Maximum Offering Price Per Unit	Maximum Aggregate Offering Price	Fee Rate	Amount of Registration Fee
Equity	Common Stock, $0.001 par value per share, reserved for issuance under the 2016 Equity Incentive Plan	457(c) and 457(h)	1,358,296(2)	$102.04 (4)	$138,600,523.84	$147.60 per $1,000,000	$20,458.00
Equity	Common Stock, $0.001 par value per share, reserved for issuance under the 2016 Employee Stock Purchase Plan	457(c) and 457(h)	271,659(3)	$86.74(5)	$ 23,563,701.66	$147.60 per $1,000,000	$3,479.00
Total Offering Amounts							$23,937.00
Total Fee Offsets							–
Net Fee Due							$23,937.00

(1)Pursuant to Rule 416(a) of the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional shares of the Registrant’s common stock that become issuable under the 2016 Equity Incentive Plan (the “2016 Plan”) and the 2016 Employee Stock Purchase Plan (the “2016 ESPP”) by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without receipt of consideration that increases the number of the Registrant’s outstanding shares of common stock.

(2)Reflects an automatic annual increase to the number of shares of our common stock reserved for issuance pursuant to future awards under the 2016 Plan, which annual increase is provided for in the 2016 Plan.

(3)Reflects an automatic annual increase to the number of shares of our common stock reserved for issuance under the 2016 ESPP, which annual increase is provided for in the 2016 ESPP.

(4)Estimated in accordance with Rules 457(c) and 457(h) of the Securities Act solely for purposes of calculating the registration fee on the basis of $102.04, the average of the high and low prices of our common stock, as reported on the Nasdaq Global Select Market on February 5, 2024.

(5)Estimated in accordance with Rules 457(c) and 457(h) of the Securities Act solely for purposes of calculating the registration fee on the basis of 85% of $102.04, the average of the high and low prices of our common stock, as reported on the Nasdaq Global Select Market on February 5, 2024. Pursuant to the 2016 ESPP, the purchase price of the shares of common stock reserved for issuance thereunder will be 85% of the lower of the fair market value of our common stock on (i) the first trading day of the offering period or (ii) the end of each purchase period within the offering period.