As filed with the Securities and Exchange Commission on March 2, 2020

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 Number)

 

 

400 Fairview Avenue North, Suite 1200

Seattle, Washington 98109

(Address of principal executive offices, including 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

(206) 883-2500

 

Yukio Morikubo

General Counsel

Impinj, Inc.

400 Fairview Avenue North, Suite 1200

Seattle, Washington 98109

(206) 517-5300

 


 

 

 

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.

 

 

CALCULATION OF REGISTRATION FEE

 

 

 

 

 

 

 

 

 

 

 

Title of Securities

to be Registered

 

Amount

to be

Registered(1)

 

Proposed

Maximum

Offering Price

Per Share

 

Proposed

Maximum

Aggregate

Offering Price

 

Amount of
Registration Fee

Common Stock, $0.001 par value per share:

 

  

 

  

 

  

 

  

Reserved for issuance under the 2016 Equity Incentive Plan

 

1,110,854 (2)

 

$29.59 (4)

 

$32,870,169.86

 

$4,266.55

Reserved for issuance under the 2016 Employee Stock Purchase Plan

 

222,170 (3)

 

$25.15(5)

 

$5,587,575.50

 

$725.27

TOTAL:

 

1,333,024

 

  

 

$38,457,745.36

 

$4,991.82

 

 

(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 Registrants 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 Registrants outstanding shares of common stock.

(2)

Reflects an automatic annual increase to the number of shares of 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 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 $29.59, the average of the high and low prices of the Common Stock, as reported on the NASDAQ Global Market on February 28, 2020.

(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 $29.59, the average of the high and low prices of the Common Stock, as reported on the NASDAQ Global Market on February 28, 2020. 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 the common stock on (i) the first trading day of the offering period or (ii) the end of each purchase period within the offering period.

Proposed sale to take place as soon after the effective date of the Registration Statement as awards under the plans are granted, exercised and/or vest.

 


 


 

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 its 2016 Plan and 2016 ESPP are effective. Accordingly, the contents of the previous Registration Statement on Form S-8 filed by the Registrant with the Securities and Exchange Commission (the Commission) on July 21, 2016 (File No. 333-212620) (the Previous Form S-8), including periodic reports filed after the Previous Form S-8 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, 2019, filed with the Commission on March 2, 2020 (the Annual Report);

(2) All other reports filed with the Commission pursuant to Section 13(a) or 15(d) of 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 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 Securities Exchange Act of 1934, as amended (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

 

Exhibit Description

 

Form

 

Incorporated by

 

Filing Date

Number

Reference

 

 

 

File No.

 

Exhibit

 

4.1

 

Amended and Restated Certificate of Incorporation.

 

10-Q

 

001-37824

 

3.1

 

September 2, 2016

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

4.2

 

Amended and Restated Bylaws.

 

S-1/A

 

333-211779

 

3.2

 

July 11, 2016

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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 Independent Registered Public Accounting Firm.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

23.2

 

Consent of Wilson Sonsini Goodrich & Rosati, Professional Corporation (contained in Exhibit 5.1 hereto).

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

24.1

 

Power of Attorney (contained on signature page hereto).

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 


 


 

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 City of Seattle, State of Washington, on the 2nd day of March 2020.

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 SEC, 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 and Vice Chair

(Principal Executive Officer)

 

March 2, 2020

 

 

 

/s/ Cary Baker

Cary Baker

 

Chief Financial Officer

(Principal Financial Officer)

 

March 2, 2020

 

 

 

 /s/ Peter van Oppen

Peter van Oppen

 

Chair

 

March 2, 2020

 

 

 

/s/ Tom A. Alberg

Tom A. Alberg

 

Director

 

March 2, 2020

 

 

 

/s/ Clinton Bybee

Clinton Bybee

 

Director

 

March 2, 2020

 

 

 

/s/ Gregory Sessler

Gregory Sessler

 

Director

 

March 2, 2020

 

 

 

/s/ Theresa Wise 

Theresa Wise

 

Director

 

March 2, 2020

 

/s/ Daniel Gibson 

Daniel Gibson

 

Director

 

March 2, 2020

 

/s/ Cathal Phelan 

Cathal Phelan

 

Director

 

March 2, 2020

 

 

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