0001564590-16-029308.txt : 20161115 0001564590-16-029308.hdr.sgml : 20161115 20161114184454 ACCESSION NUMBER: 0001564590-16-029308 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20161114 ITEM INFORMATION: Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review FILED AS OF DATE: 20161115 DATE AS OF CHANGE: 20161114 FILER: COMPANY DATA: COMPANY CONFORMED NAME: IMPINJ INC CENTRAL INDEX KEY: 0001114995 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRONIC COMPONENTS, NEC [3679] IRS NUMBER: 912041398 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-37824 FILM NUMBER: 161997244 BUSINESS ADDRESS: STREET 1: 400 FAIRVIEW AVENUE NORTH STREET 2: SUITE 1200 CITY: SEATTLE STATE: WA ZIP: 98109 BUSINESS PHONE: 206-517-5300 MAIL ADDRESS: STREET 1: 400 FAIRVIEW AVENUE NORTH STREET 2: SUITE 1200 CITY: SEATTLE STATE: WA ZIP: 98109 8-K 1 pi-8k_20161114.htm ITEM 4.02 8-K - NON-RELIANCE ON PREVIOUSLY ISSUED FINANCIAL STATEMENTS pi-8k_20161114.htm

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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): November 14, 2016

 

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)

 

(IRS Employer

Identification No.)

400 Fairview Avenue North, Suite 1200

Seattle, Washington 98109

(Address of principal executive offices, including zip code)

(206) 517-5300

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

 

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 (see General Instruction A.2. below):

 

Written communications 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 communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

  



Item 4.02

Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review

 

As Impinj, Inc. (the “Company”) previously disclosed in its prospectus filed pursuant to Rule 424(b) under the Securities Act of 1933 on July 21, 2016, in the course of preparing its annual 2015 consolidated financial statements, the Company identified a material error related to the presentation of lease incentives in its consolidated cash flow statement for the nine months ended September 30, 2015. Correcting this error resulted in an increase in cash from operating activities, from a use of $3.8 million to cash provided of $500,000, and an associated increase in cash used in investing activities, from a use of $2.6 million to $7.0 million. The Company determined to correct the error in its future filings that contained the unaudited interim consolidated financial statements for the nine months ended September 30, 2015; however, it inadvertently did not reflect this correction in the statement of cash flows included in its quarterly report on Form 10-Q filed with the SEC on November 7, 2016 (the “Third Quarter 10-Q”). Management concluded on November 11, 2016, after discussion with the Company’s independent registered public accounting firm, PricewaterhouseCoopers LLP, that the financial statements included in the Third Quarter 10-Q as originally filed with the SEC should no longer be relied upon and that an amendment should be filed to correct the error. The audit committee of the Company’s board of directors concurs with management’s determination. Concurrent with this Form 8-K, the Company has filed an amendment to correct the error. Other than the correction in the consolidated cash flow statement and associated discussion in Management’s Discussion and Analysis for Financial Condition and Results of Operations–Cash Flows and Item 4 Controls and Procedures, there are no other amendments to the previously filed Third Quarter 10-Q.

 

 

 



 


SIGNATURES

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.

 

 

By:

 

/s/ Chris Diorio

 

 

Chris Diorio

Chief Executive Officer

 

Date: November 14, 2016