Form 8-K - Current report

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): January 16, 2024

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)

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 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))

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 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

     
    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 2.02 Results of Operations and Financial Condition.

On January 16, 2024, Impinj, Inc. (the “Company”) issued a press release announcing certain preliminary unaudited financial information for the fourth quarter ended December 31, 2023. A copy of the press release, entitled “Impinj Announces Preliminary Fourth-Quarter 2023 Revenue and Adjusted EBITDA Ahead of Participation at 26thAnnual Needham Growth Conference,” is attached as Exhibit 99.1 to this current report on Form 8-K and is incorporated by reference herein. The Company’s actual results for the fourth quarter ended December 31, 2023 are still being finalized; therefore, such preliminary unaudited financial information is subject to further review and actual results could differ materially from management’s expectations.

The information in this Current Report on Form 8-K and Exhibit 99.1 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 otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits


99.1	Press release dated January 16, 2024
104	Cover Page Interactive Data File (embedded as Inline XBRL document).

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.
Date: January 16, 2024	By:	/s/ Chris Diorio
		Chris Diorio
		Chief Executive Officer

Exhibit 99.1

Impinj Announces Preliminary Fourth-Quarter 2023 Revenue and Adjusted EBITDA Ahead of Participation at 26th Annual Needham Growth Conference

SEATTLE, January 16, 2024 – Impinj, Inc. (NASDAQ: PI), a leading RAIN RFID provider and Internet of Things pioneer, today announced that it expects fourth-quarter 2023 revenue to exceed $70 million, above its prior guidance of $65.5 to $68.5 million and adjusted EBITDA to exceed $2.5 million, above its prior guidance of ($0.9) to $0.7 million.

The company also announced that Chris Diorio, Impinj co-founder and CEO, and Cary Baker, Impinj CFO, will participate in a fireside chat at the 26thAnnual Needham Growth Conference on Wednesday, January 17, 2024, at 10:15 a.m. ET. A live webcast and replay of the presentation will be available on the company’s website at investor.impinj.com.

Fourth-Quarter and Full-Year 2023 Earnings Conference Call Details

Impinj will release financial results for its fourth quarter and full year ended December 31, 2023, after U.S. markets close on Thursday, February 8, 2024.

Impinj will host a conference call and webcast to discuss its fourth-quarter and full-year 2023 results and first-quarter 2024 outlook at 5:00 p.m. ET / 2:00 p.m. PT. Interested parties may listen to the call by dialing +1-412-317-1863. A live webcast and replay will be available on the company’s website at investor.impinj.com. Following the call, a telephonic replay will be available for five business days and may be accessed by dialing +1-412-317-0088 and entering passcode 4299421.

Management’s prepared written remarks, quarterly financial data and the financial-results press release will be made available on the company’s website at investor.impinj.com on February 8, 2024.

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 Securities Exchange Act of 1934 and the Private Securities Litigation Reform Act of 1995. These forward-looking statements include our preliminary fourth-quarter 2023 revenue and adjusted EBITDA expectations. We base these preliminary expectations on current assumptions, which involve risks and uncertainties that could cause actual revenue and adjusted EBITDA results to differ materially including, among others, those risks and uncertainties included under the caption "Risk Factors" and elsewhere in our annual reports on Form 10-K and quarterly reports on Form 10-Q filed with the Securities and Exchange Commission. Furthermore, we are in the process of finalizing our fourth-quarter 2023 financial results and our final, audited results and final analysis of those results are not yet available. Therefore, the fourth-quarter 2023 revenue and adjusted EBITDA expectations are subject to further review and the actual results could differ from management’s expectations. Actual revenue and adjusted EBITDA are also subject to audit by our independent registered public accounting firm, with no assurance from our public accounting firm on the revenue and adjusted EBITDA expectations. You should not draw any conclusions from the fourth-quarter 2023 revenue and adjusted EBITDA expectations for any other financial results as of, and for the quarter ended, December 31, 2023. All information provided in this release and in the attachments is as of the date hereof, and we undertake no duty to update this information unless required by law.

www.impinj.com | 400 Fairview Ave. N, Suite 1200 | Seattle, WA 98109 | Tel +1-206-517-5300

Impinj Disclosure Channels to Disseminate Information

Impinj investors and others should note that we announce material information to the public about our company, products, services and other topics through a variety of means, including our website, press releases, SEC filings, blogs and social media, in order to achieve broad, non-exclusionary distribution of information to the public. We use the Impinj website, Facebook page, LinkedIn page and blog as a means of disclosing information about the company and its services and for complying with the disclosure obligations under Regulation FD. The information we post through these channels may be deemed material. Accordingly, we encourage investors and others to monitor these social media channels and our website in addition to following our press releases, SEC filings and public conference calls and webcasts.

About Impinj

Impinj (NASDAQ: PI) helps businesses and people analyze, optimize, and innovate by wirelessly connecting billions of everyday things — such as apparel, automobile parts, luggage, and shipments — to the Internet. The Impinj platform uses RAIN RFID to deliver timely data about these everyday things to business and consumer applications, enabling a boundless Internet of Things. www.impinj.com

For more information, contact:
Investor Relations

Andy Cobb, CFA

Vice President, Strategic Finance
+1 206-315-4470
ir@impinj.com

Media Relations

Jill West

Vice President, Strategic Communications

+1 206-834-1110

jwest@impinj.com

www.impinj.com | 400 Fairview Ave. N, Suite 1200 | Seattle, WA 98109 | Tel +1-206-517-5300

Document and Entity Information	Jan. 16, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jan. 16, 2024
Entity Registrant Name	Impinj, Inc.
Entity Central Index Key	0001114995
Entity Incorporation, State or Country Code	DE
Entity Address, State or Province	WA
Entity File Number	001-37824
Entity Tax Identification Number	91-2041398
Entity Address, Address Line One	400 Fairview Avenue North
Entity Address, Address Line Two	Suite 1200
Entity Address, City or Town	Seattle
Entity Address, Postal Zip Code	98109
City Area Code	(206)
Local Phone Number	517-5300
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, par value $0.001 per share
Trading Symbol	PI
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false