UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM8-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): February 13, 2018
Impinj, Inc.
(Exact name of registrant as specified in its charter)
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| 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 Form8-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 Rule14a-12 under the Exchange Act (17 CFR240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule14d-2(b) under the Exchange Act (17 CFR240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule13e-4(c) under the Exchange Act (17 CFR240.13e-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 Rule12b-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. ☐
| Section 2 | Financial Information |
| Item 2.02 | Results of Operations and Financial Conditions. |
On February 15, 2018 Impinj Inc. (“Impinj” or the “Company”) issued a press release announcing its financial results for the quarter ended December 31, 2017. A copy of the press release, entitled “Impinj Announces Fourth Quarter and Full Year 2017 Financial Results” is attached as Exhibit 99.1 to this current report on Form8-K and is incorporated by reference herein.
The information in this current report on Form8-K and the exhibit 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 2.05 | Costs Associated with Exit or Disposal Activities. |
On February 13, 2018, the management of Impinj began implementation of a restructuring to match strategic and financial objectives and optimize resources for long term growth, including a reduction in force program affecting approximately 9% of the Company’s employees. As part of the restructuring, the Company will also look to reduce leased office space and close some remote offices.
The Company estimates expenses relating to these actions at approximately $3.75 million to $4.25 million. The Company currently expects the reduction in force charges, consisting primarily of severance benefits, to be in the range of $1.0 million to $1.25 million; and the lease space reduction, consisting primarily of sublease costs and lease cease-use charges, to be in the range of $2.75 million to $3.0 million. The Company anticipates that most of these charges will be recognized in the Company’s first and second fiscal quarters of 2018.
This Item 2.05 contains forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. These statements include, but are not limited to, statements related to the expected costs associated with termination benefits and the financial impact of the overall restructuring actions. These forward-looking statements are based on the Company’s current expectations and inherently involve significant risks and uncertainties. The Company’s actual results and the timing of events could differ materially from those anticipated in such forward-looking statements as a result of those risks and uncertainties, which include, without limitation, risks related to cost reduction efforts. These and other risk factors are discussed under the captions “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Company’s Quarterly Report on Form10-Q filed with the Securities and Exchange Commission on November 9, 2017. In addition, the Company’s workforce reduction costs may be greater than anticipated and the workforce reduction and any future workforce and expense reductions may have an adverse impact on the Company’s development activities and results of operations. Readers should not place undue reliance on forward-looking statements, which speak only as of the date they are first made. The Company disclaims any obligation to update information contained in any forward-looking statements contained in this Item 2.05 whether as a result of new information, future events, or otherwise.
| Section 9 | Financial Statements and Exhibits |
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits
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.
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| Impinj, Inc. |
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| By: | | /s/ Chris Diorio |
| | Chris Diorio |
| | Chief Executive Officer |
Date: February 15, 2018
