SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
Tender Offer Statement Under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
IMPINJ, INC.
(Name of Subject Company (Issuer) and Filing Person (Offeror))
Options to Purchase Common Stock, $0.001 par value
(Title of Class of Securities)
453204109
(CUSIP Number of Class of Securities Underlying Common Stock)
Chris Diorio, Ph.D.
Chief Executive Officer
Impinj, Inc.
400
Fairview Avenue North, Suite 1200
Seattle, Washington 98109
Telephone: (206)
517-5300
(Name, address and telephone numbers of person authorized to receive notices and communications on behalf of filing persons)
Copies to:
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Patrick J. Schultheis
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Yukio Morikubo
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Michael Nordtvedt
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General Counsel
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Jeana S. Kim
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Impinj, Inc.
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Wilson Sonsini Goodrich & Rosati, P.C.
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400 Fairview Avenue North, Suite 1200
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701 Fifth Avenue, Suite 5100
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Seattle, Washington 98109
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Seattle, Washington 98104
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(206)
517-5300
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(206)
883-2500
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CALCULATION OF FILING FEE
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Transaction Valuation*
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Amount of Filing Fee
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$23,526,638
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$2,930
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*
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Calculated solely for purposes of determining the filing fee. This amount assumes that options to purchase 1,402,592 shares of common stock of Impinj, Inc. having an aggregate value of approximately $23.5 million as of
April 13, 2018 will be exchanged or cancelled pursuant to this offer. The aggregate value of such securities was calculated using the Black-Scholes option pricing model
. The amount of the
filing fee, calculated in accordance with the Securities Exchange Act of 1934, as amended, equals $124.50 for each $1,000,000 of the value of this transaction.
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☐
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Check the box if any part of the fee is offset as provided by
Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid. Identify the previous
filing by registration statement number, or the Form or Schedule and the date of its filing.
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Amount Previously Paid:
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Not applicable.
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Form or Registration No.:
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Not applicable.
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Filing party:
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Not applicable.
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Date filed:
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Not applicable.
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Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
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Check the appropriate boxes below to designate any transactions to which the statement relates:
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☐
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Third-party tender offer subject to
Rule 14d-1.
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☒
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issuer tender offer subject to
Rule 13e-4.
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going-private transaction subject to
Rule 13e-3.
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☐
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amendment to Schedule 13D under
Rule 13d-2.
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Check the following box if the filing is a final amendment reporting the results of the tender offer: ☐
This Tender Offer Statement on Schedule TO relates to an offer by Impinj, Inc., a Delaware
corporation (Impinj or the Company), to exchange (the Exchange Offer) certain options to purchase up to an aggregate of 1,493,358 shares of the Companys common stock, whether vested or unvested, granted
under the 2016 Plan (as defined below), with an exercise price per share equal to or greater than $21.72, that are outstanding at the start of this Exchange Offer and remain outstanding and unexercised through the expiration of this Exchange Offer
(the Eligible Options).
These Eligible Options may be exchanged for new stock options (New Options) upon the
terms and subject to the conditions set forth in (1) the Offer to Exchange Certain Outstanding Stock Options for New Stock Options dated April 18, 2018 (the Offer to Exchange), attached hereto as Exhibit (a)(1)(A),
(2) the Launch Email to All Eligible Employees from Chris Diorio, Ph.D., our Chief Executive Officer, dated April 18, 2018, attached hereto as Exhibit (a)(1)(B), and (3) the Election Form, together with it associated
instructions, attached hereto as Exhibit (a)(1)(C). The following disclosure materials were also made available to Eligible Employees: (1) the Form of Confirmation Email to Employees who Elect to Participate in or Withdraw From the
Exchange Offer, attached hereto as Exhibit (a)(1)(D), (2) the Form of Reminder Email, attached hereto as Exhibit (a)(1)(E), (3) the Form of Notice Email Announcing Expiration of Offer to Exchange Certain Outstanding Stock Options for New
Stock Options, attached hereto as Exhibit (a)(1)(F), (4) the Form of Notice Email Announcing Employee Meeting, attached hereto as Exhibit (a)(1)(G), (5) the Employee Presentation, attached hereto as Exhibit a(1)(H), and (6) the
Screenshots of the Companys Offer Website, attached hereto as Exhibit (a)(1)(I). These documents, as they may be amended or supplemented from time to time, together constitute the Disclosure Documents. An Eligible
Employee refers to each employee of Impinj or certain of its foreign subsidiaries as of the date the Offer commences who remains an employee through the new option grant date. Members of the Companys board of directors, including our
Chief Executive Officer, are not eligible employees and may not participate in the Exchange Offer.
The information in the Disclosure
Documents, including all schedules and annexes to the Disclosure Documents, is incorporated herein by reference to answer the items required in this Schedule TO.
Item 1.
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Summary Term Sheet.
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The information set forth under the caption Summary Term
Sheet and Questions and Answers in the Offer to Exchange is incorporated herein by reference.
Item 2.
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Subject Company Information.
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(a)
Name and Address.
Impinj, Inc. is the issuer of the securities subject to the Exchange Offer. The address of the Companys principal executive office is
400 Fairview Avenue North, Suite 1200, Seattle, Washington 98109, and the telephone number at that address is (206)
517-5300.
The information set forth in the Offer to Exchange under the caption The
Offer titled Information concerning Impinj is incorporated herein by reference.
(b)
Securities.
The subject class of securities consists of the Eligible Options. The actual number of shares of common stock subject to the stock options to
be issued in the Exchange Offer will depend on the number of shares of common stock subject to the unexercised options tendered by Eligible Employees and accepted for exchange and cancelled. The information set forth in the Offer to Exchange under
the captions Summary Term Sheet and Questions and Answers, Risks of Participating in the Offer, and the sections under the
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caption The Offer titled 2. Participation in exchange; number of shares subject to new options; expiration date, 6. Acceptance of options for exchange and issuance
of new options, and 9. Source and amount of consideration; terms of new options is incorporated herein by reference.
(c)
Trading Market and Price.
The information set forth in the Offer to Exchange under the caption The Offer titled 8. Price range of shares underlying the
options is incorporated herein by reference.
Item 3.
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Identity and Background of Filing Person.
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(a)
Name and Address.
The filing person is the issuer. The information set forth under Item 2(a) above is incorporated herein by reference.
Pursuant to General Instruction C to Schedule TO, the information set forth on Schedule A to the Offer to Exchange is incorporated
herein by reference.
Item 4.
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Terms of the Transaction.
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(a)
Material Terms.
The information set forth in the section of the Offer to Exchange under the caption Summary Term Sheet and Questions and Answers
and the sections under the caption The Offer titled 1. Eligibility, 2. Participation in exchange; number of new awards; expiration date, 3. Purpose of the Offer, 4. Procedures for electing to
exchange options, 5. Withdrawal rights and change of election, 6. Acceptance of options for exchange and issuance of new options, 7. Conditions of the Offer, 8. Price range of shares underlying the
options, 9. Source and amount of consideration; terms of new options, 12. Status of options acquired by us in the Offer; accounting consequences of the Offer, 13. Legal matters; regulatory approvals,
14. Material income tax consequences, 15. Extension of Offer; termination; amendment and Schedules C-1, C-2, C-3, C-4 and C-5 attached to the Offer to Exchange is incorporated herein by reference.
(b)
Purchases.
The information set forth in the section of the Offer to Exchange under the caption The Offer titled 11. Interests of
directors and executive officers; transactions and arrangements concerning the options is incorporated herein by reference.
Item 5.
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Past Contacts, Transactions, Negotiations and Arrangements.
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(e)
Agreements
Involving the Subject Companys Securities.
The information set forth in the section of the Offer to Exchange under the
caption The Offer titled 11. Interests of directors and executive officers; transactions and arrangements concerning the options is incorporated herein by reference. The Companys 2016 Equity Incentive Plan (the
2016 Plan) and related agreements attached hereto as Exhibits (d)(1) and (d)(2), respectively, are incorporated herein by reference.
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Item 6.
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Purposes of the Transaction and Plans or Proposals.
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(a)
Purposes.
The information set forth in the section of the Offer to Exchange under the caption Summary Term Sheet and Questions and Answers
and the section under the caption The Offer titled 3. Purpose of the Offer is incorporated herein by reference.
(b)
Use of Securities Acquired.
The information set forth in the sections of the Offer to Exchange under the caption The Offer titled 6. Acceptance of
options for exchange and issuance of new options and 12. Status of options acquired by us in the Offer; accounting consequences of the Offer is incorporated herein by reference.
(c)
Plans.
The
information set forth in the sections of the Offer to Exchange under the caption The Offer titled 3. Purpose of the Offer and 9. Source and amount of consideration; terms of new options is incorporated herein by
reference.
Item 7.
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Source and Amount of Funds or Other Consideration.
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(a)
Source of Funds.
The information set forth in the section of the Offer to Exchange under the caption The Offer titled 9. Source and
amount of consideration; terms of new options is incorporated herein by reference.
(b)
Conditions.
The information set forth in the section of the Offer to Exchange under the caption The Offer titled 7. Conditions of the
Offer is incorporated herein by reference.
(d)
Borrowed Funds.
Not applicable.
Item 8.
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Interest in Securities of the Subject Company.
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(a)
Securities Ownership.
The information set forth in the section of the Offer to Exchange under the caption The Offer titled 11. Interests of
directors and executive officers; transactions and arrangements concerning the options is incorporated herein by reference.
(b)
Securities Transactions.
The information set forth in the section of the Offer to Exchange under the caption The Offer titled 11. Interests of
directors and executive officers; transactions and arrangements concerning the options is incorporated herein by reference.
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Item 9.
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Person/Assets, Retained, Employed, Compensated or Used.
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(a)
Solicitations or
Recommendations.
Not applicable.
Item 10.
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Financial Statements.
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(a)
Financial Information.
The information set forth in Schedule B to the Offer to Exchange and in the sections of the Offer to Exchange under the caption The
Offer titled 10. Information concerning Impinj, 17. Additional information and 18. Financial statements is incorporated herein by reference. The Companys Annual Report on
Form 10-K
for the fiscal year ended December 31, 2017 can also be accessed electronically on the Securities and Exchange Commissions website at http://www.sec.gov.
(b)
Pro Forma Information.
Not applicable.
Item 11.
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Additional Information.
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(a)
Agreements, Regulatory Requirements and Legal
Proceedings.
The information set forth in the sections of the Offer to Exchange under the caption The Offer titled
11. Interests of directors and executive officers; transactions and arrangements concerning the options and 13. Legal matters; regulatory approvals is incorporated herein by reference.
(c)
Other Material Information.
Not applicable.
Item 12. Exhibits.
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Exhibit
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Description
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(a)(1)(A)
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Offer to Exchange Certain Outstanding Stock Options for New Stock Options, dated April 18, 2018.
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(a)(1)(B)
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Launch Announcement.
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(a)(1)(C)
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Election Form.
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(a)(1)(D)
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Form of Confirmation Email.
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(a)(1)(E)
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Form of Reminder Email.
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(a)(1)(F)
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Form of Expiration Notice Email.
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(a)(1)(G)
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Form of Meeting Notice Email.
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(a)(1)(H)
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Employee Presentation.
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(a)(1)(I)
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Screenshots from Offer Website.
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(b)
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Not applicable.
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(d)(1)
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2016 Equity Incentive Plan (incorporated by reference from Exhibit 10.7 to Impinjs Registration Statement on
Form S-1/A
filed with the Securities and Exchange Commission on
July 11, 2016).
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(d)(2)
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2016 Equity Incentive Plan form of stock option grant and stock option agreement (incorporated by reference from Exhibit 10.8 to Impinjs Registration Statement on
Form S-1/A
filed with the Securities and Exchange Commission on July 11, 2016).
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(g)
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Not applicable.
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(h)
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Not applicable.
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Item 13.
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Information Required by
Schedule 13E-3.
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(a) Not applicable.
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Schedule TO is true,
complete and correct.
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IMPINJ, INC.
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/s/ Chris Diorio
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Chris Diorio, Ph.D.
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Chief Executive Officer
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Date: April 18, 2018
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