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): August 10, 2018
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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(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):
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Written communications 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 communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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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Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. |
On August 10, 2018, Impinj, Inc. (the “Company”) received a notification letter from The Nasdaq Stock Market LLC (“Nasdaq”) stating that, because the Company has not yet filed its Quarterly Report on Form 10-Q for the quarter ended June 30, 2018 (the “Form 10-Q”), the Company is no longer in compliance with Nasdaq Listing Rule 5250(c)(1). Nasdaq Listing Rule 5250(c)(1) requires listed companies to timely file all required periodic financial reports with the Securities and Exchange Commission (“SEC”).
Nasdaq’s notification letter states that the Company has 60 calendar days to submit to Nasdaq a plan to regain compliance with the Nasdaq Listing Rules. If Nasdaq accepts the Company’s plan, then Nasdaq may grant the Company up to 180 days from the prescribed due date for filing the Form 10-Q to regain compliance. If Nasdaq does not accept the Company’s plan, then the Company will have the opportunity to appeal that decision to a Nasdaq hearings panel.
As previously reported by the Company in its Form 12b-25, filed with the SEC on August 10, 2018, the Company will not be in a position to file the Form 10-Q until the Audit Committee of the Company’s Board of Directors has completed its independent investigation in connection with a complaint filed by a former employee.
On August 13, 2018, the Company issued a press release announcing its receipt of Nasdaq’s notification letter. A copy of the press release is attached as Exhibit 99.1 to this current report on Form 8-K and is incorporated by reference herein.
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Item 9.01. |
Financial Statements and Exhibits |
(d) Exhibits
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Exhibit |
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Description |
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99.1 |
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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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By: |
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/s/ Chris Diorio |
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Chris Diorio |
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Chief Executive Officer |
Date: August 13, 2018
Exhibit 99.1
Impinj Receives Notice of Deficiency from Nasdaq Related to Delayed Quarterly Report on Form 10-Q
SEATTLE, WA, August 13, 2018 – Impinj, Inc. (NASDAQ: PI) received on August 10, 2018, a notice from Nasdaq stating that it is not in compliance with Nasdaq Listing Rule 5250(c)(1), which requires timely filing of periodic financial reports with the Securities and Exchange Commission as a result of not having timely filed its quarterly report on Form 10-Q for the quarter ended June 30, 2018. Earlier the same day, Impinj filed a Form 12b-25, Notification of Late Filing, for its Form 10Q for the quarter ended June 30, 2018.
Impinj expects to file its Form 10-Q or to submit a plan to regain compliance within the timeline prescribed by Nasdaq. Under Nasdaq’s listing rules, Impinj has 60 calendar days from the date of the letter to submit a plan to regain compliance. If the plan is accepted by Nasdaq, Impinj can be granted an exception of up to 180 calendar days from the original due date of the Form 10-Q, or until February 5, 2019, to regain compliance. The Nasdaq notice has no immediate effect on the trading of Impinj’s common stock on the Nasdaq Global Select Market.
About Impinj
Impinj, Inc. (NASDAQ: PI) wirelessly connects billions of everyday items such as apparel, medical supplies, automobile parts, luggage and food to consumer and business applications such as inventory management, patient safety, asset tracking and item authentication. The Impinj platform uses RAIN RFID to deliver timely information about these items to the digital world, thereby enabling the Internet of Things.
Forward Looking Statements
This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Exchange Act, including, without limitation, Impinj’s expectations as to the filing of its Quarterly Report on Form 10-Q for the quarter ended June 30, 2018 and Impinj’s ability to submit a satisfactory compliance plan to Nasdaq.
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The statements are based on management’s current expectations, estimates and projections; are not guarantees of future outcomes or performance; and are subject to certain risks, uncertainties and other factors, some of which are beyond Impinj’s control and are difficult to predict, including, but not limited to, discovering additional information relevant to the ongoing independent investigation by Impinj’s Audit Committee; the findings, conclusions and recommendations of the Audit Committee (and their timing); the Board of Directors and Impinj’s response to the Audit Committee’s findings, conclusions and recommendations; the risk that completing and filing reports with the Securities and Exchange Commission will take longer than expected; and the risk that Impinj will be unable to meet the listing standards for the Nasdaq Global Select Market.
The forward-looking statements contained herein are also subject to other risks and uncertainties, including those described in Impinj’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2018 and from time to time other filings with the SEC, which are available on the SEC’s Web site (http://www.sec.gov).
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Contacts:
Investor Relations
ir@impinj.com
+1-206-315-4470
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