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 10, 2022
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) | (I.R.S. Employer Identification No.) |
400 Fairview Avenue North, Suite 1200
Seattle, Washington 98109
(Address of Principal Executive Offices, and 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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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. |
| Item 7.01 | Regulation FD Disclosure. |
In connection with its participation at the 24th Annual Needham Virtual Growth Conference, Impinj, Inc. (the “Company”) announced certain updated preliminary guidance for the quarter ended December 31, 2021. A copy of the press release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.
The Company announces material information to the public about the Company, the Company’s products and services and other issues through a variety of means, including the Company’s website (www.impinj.com), press releases, filings with the Securities and Exchange Commission (the “SEC”), blogs and social media, in order to achieve broad, non-exclusionary distribution of information to the public. The Company intends to use its website and social media channels, including its Facebook page (www.facebook.com/Impinj/), LinkedIn account (www.linkedin.com/company/impinj), blog (www.impinj.com/library/blog), and Twitter account (@Impinj), as a means of disclosing information about the Company and its services and for complying with the disclosure obligations under Regulation FD. The information the Company posts through these internet and social media channels may be deemed material information. Accordingly, investors and others are encouraged to monitor these social media channels and the Company’s website in addition to following the Company’s press releases, SEC filings and public conference calls and webcasts.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
Exhibit | Description | |
| 99.1 | Press release dated January 10, 2022 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
The information furnished 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 incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
SIGNATURE
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 10, 2022 | By: | /s/ Chris Diorio | ||||
| Chris Diorio | ||||||
| Chief Executive Officer | ||||||