8-K
IMPINJ INC false 0001114995 0001114995 2022-01-10 2022-01-10

 

 

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

Exhibit 99.1

 

LOGO

 

Impinj Announces Preliminary Fourth-Quarter 2021 Revenue Ahead of Participation at 24th Annual Needham Virtual Growth Conference

SEATTLE, January 10, 2022 – Impinj, Inc. (NASDAQ: PI), a leading RAIN RFID provider and Internet of Things pioneer, today announced that it expects fourth-quarter 2021 revenue to exceed $52 million, above its prior guidance of $46.0 – $48.0 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 24th Annual Needham Virtual Growth Conference on Tuesday, January 11, 2022 at 1:15 p.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 2021 Earnings Conference Call Details

Impinj will release financial results for its fourth quarter and full year ended December 31, 2021, after U.S. markets close on Wednesday, February 9, 2022.

Impinj will host a conference call and webcast to discuss its fourth-quarter and full-year 2021 results and first-quarter 2022 outlook at 5:00 p.m. ET / 2:00 p.m. PT on Wednesday, February 9, 2022. Interested parties may listen to the call by dialing +1-412-317-5196. A live webcast and replay will be available on the company’s website at investor.impinj.com.

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 statements regarding our performance during the fourth quarter 2021 and our expected revenue for such period. Such statements are based on current assumptions that involve risks and uncertainties that could cause actual outcomes and results to differ materially. The potential risks and uncertainties that could cause actual results to differ from the results predicted include, 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 financial results for the fourth quarter 2021, and therefore our finalized and audited results and final analysis of those results are not yet available. The preliminary expectations regarding fourth quarter 2021 revenue are the responsibility of management, are subject to management’s review and actual results could differ from management’s expectations. The actual results are also subject to audit by our independent registered public accounting firm and no assurance is given by our independent registered public accounting firm on such preliminary expectations. You should not draw any conclusions as to any other financial results as of and for the quarter ended December 31, 2021 based on the foregoing estimates. 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.

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

 

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

LOGO

 

For more information, contact:

Investor Relations

Andy Cobb, CFA

Vice President, Strategic Finance

+1 206-315-4470

[email protected]

Media Relations

Jill West

Vice President, Strategic Communications

+1 206-834-1110

[email protected]

 

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