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): April 8, 2020
Impinj, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 001-37824 | 91-2041398 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
400 Fairview Avenue North, Suite 1200
Seattle, Washington 98109
(Address of Principal Executive Offices, and Zip Code)
(206) 517-5300
(Registrant’s 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:
| ☐ | Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered | ||
| Common Stock, par value $0.001 per share | PI | The Nasdaq Global Select Market |
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. ☐
| Item 7.01. | Regulation FD Disclosure. |
Impinj, Inc. (the “Company”) announces material information to the public about the Company, the Company’s products and services and other issues through a variety of means, including the Company’s website (www.impinj.com), press releases, filings with the Securities and Exchange Commission (the “SEC”), blogs and social media, in order to achieve broad, non-exclusionary distribution of information to the public. The Company intends to use its website and social media channels, including its Facebook page (www.facebook.com/Impinj/), LinkedIn account (www.linkedin.com/company/impinj), blog (www.impinj.com/library/blog), and Twitter account (@Impinj), as a means of disclosing information about the Company and its services and for complying with the disclosure obligations under Regulation FD. The information the Company posts through these internet and social media channels may be deemed material information. Accordingly, investors and others are encouraged to monitor these social media channels and the Company’s website in addition to following the Company’s press releases, SEC filings and public conference calls and webcasts.
On April 8, 2020, Chris Diorio, the Chief Executive Officer of the Company, circulated an open letter to the Company’s suppliers, partners and end customers. A copy of this letter is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The information furnished in this Current Report under Item 7.01 and the exhibit attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit |
Description | |
| 99.1 | Letter from Chris Diorio, dated as of April 8, 2020. | |
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.
| Impinj, Inc. | ||||||
| Date: April 8, 2020 | By: | /s/ Chris Diorio | ||||
| Chris Diorio | ||||||
| Chief Executive Officer | ||||||
Exhibit 99.1
I hope this note finds you and your loved ones safe and well.
These past weeks have been among the most tumultuous many of us have known. The isolation and worries are ever-present and real. CV-19’s impact is all around us, indiscriminately impacting people, families, companies and communities. It may not infect all of us physically, but there are few it hasn’t affected emotionally.
Impinj’s employees have shown amazing resiliency in the face of CV-19. Seattle saw the first significant CV-19 outbreak in the U.S. Our state and local authorities reacted quickly, partnering with businesses, including Impinj, to contain the outbreak. For 4 weeks now, more than 95% of our employees have been working from home. Those few who remain in the office are there to ship products used by dozens of hospitals and clinics, and hundreds of stores, to track billions of items manufactured, transported, sold and used worldwide. A few others work on new products to further improve supply-chain visibility. But mostly we work from home, finding new ways to connect and collaborate, while thinking first and foremost of the needs of our partners and end customers. And on the needs and well-being of our team, and of our greater community. Because in this CV-19 fight, we are all one team.
With amazing resourcefulness our operations team has, for the most part, met our delivery commitments. And because our end customers use our products worldwide, in applications from retail to logistics to healthcare and food, across supply chains, stores and for online sales, we understand the importance of continuing to meet those commitments. We do so while also striving to keep our employees safe.
To our suppliers, we thank you for all you are doing to support us. To our partners and end customers, we are there alongside you, will do all we can to support you, and will be on the other side of CV-19 with you. To our employees who have rallied to face today’s challenges, we are so very grateful. To those with young children who split your workday teaching school lessons, we honor you. And to those contributing to our fundraising, with the goal of providing, via your contribution and an Impinj match, $200,000 for local and global efforts to support those in need, your sacrifice speaks for itself. Raising nearly $750 per Impinj employee will make me feel so very proud.
We face the future with an amazing team, a huge opportunity and a strong balance sheet, the latter buoyed by a convertible-debt financing we closed in December 2019. That future, as evidenced by the pandemic’s tumultuous onset, remains uncertain, but today we chart it with a steady hand on the tiller.
While so much is uncertain right now, one certainty is this crisis will pass. Our communities will recover. When that happens, we want you, our suppliers, partners and end customers there with us, in no small part because of our actions in this time of need. We want to be proud of how we behaved, and we want you to see that pride, not out of hubris but because we did our part. That, even in the smallest of actions, we responded with care and empathy in the face of adversity. To make the world a better place.
Stay safe and be well.
Chris Diorio