As filed with the Securities and Exchange Commission on May 10, 2018
RegistrationNo. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORMS-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, anon-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 Rule12b-2 of the Exchange Act.
| | | | | | |
| Large accelerated filer | | ☐ | | Accelerated filer | | ☒ |
| | | |
| Non-accelerated filer | | ☐ (Do not check if a smaller reporting company) | | 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 | | 1,046,241(2) | | $13.38(4) | | $13,998,704 | | $1,743.00 |
—Reserved for issuance under the 2016 Employee Stock Purchase Plan | | 209,248(3) | | $11.37(5) | | $2,379,152 | | $297.00 |
TOTAL: | | 1,255,489 | | | | $16,377,856 | | $2,040.00 |
|
|
| (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 Registrant’s 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 Registrant’s 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 $13.38, the average of the high and low prices of the Common Stock, as reported on the NASDAQ Global Market on May 7, 2018. |
| (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 $13.38, the average of the high and low prices of the Common Stock, as reported on the NASDAQ Global Market May 7, 2018. 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 exercise date. |
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 FormS-8 relating to its 2016 Plan and 2016 ESPP are effective. Accordingly, the contents of the previous Registration Statement on FormS-8 filed by the Registrant with the Securities and Exchange Commission (the “Commission”) on July 21, 2016 (FileNo. 333-212620) (the “Previous FormS-8”), including periodic reports filed after the Previous FormS-8 to maintain current information about the Registrant, are incorporated by reference into this Registration Statement pursuant to General Instruction E of FormS-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 Form10-K for the fiscal year ended December 31, 2017, filed with the Commission on March 15, 2018 (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 Form8-A (FileNo. 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.
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 FormS-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 10th day of May, 2018.
| | |
| Impinj, Inc. |
| |
| By: | | /s/ Eric Brodersen |
| | Eric Brodersen |
| | President and Chief Operating 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 Eric Brodersen as his or her true and lawfulattorneys-in-fact and agents, with full power of substitution and resubstitution, 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 saidattorneys-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 saidattorney-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 FormS-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) | | May 10, 2018 |
| | |
/s/ Eric Brodersen Eric Brodersen | | President and Chief Operating Officer (Principal Financial Officer) | | May 10, 2018 |
| | |
/s/ Denise Masters Denise Masters | | VP Accounting (Principal Accounting Officer) | | May 10, 2018 |
| | |
Peter van Oppen | | Chair | | |
| | |
/s/ Tom A. Alberg Tom A. Alberg | | Director | | May 10, 2018 |
| | |
/s/ Clinton Bybee Clinton Bybee | | Director | | May 10, 2018 |
| | |
/s/ Gregory Sessler Gregory Sessler | | Director | | May 10, 2018 |
| | |
Theresa Wise | | Director | | |
