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EX-23.1 - EX-23.1 - IMPINJ INCd217557dex231.htm
EX-5.1 - EX-5.1 - IMPINJ INCd217557dex51.htm

As filed with the Securities and Exchange Commission on July 20, 2016

Registration No. 333-                

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM S-1

REGISTRATION STATEMENT

Under

The Securities Act of 1933

 

 

IMPINJ, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   3577   91-2041398

(State or other jurisdiction of

incorporation or organization)

 

(Primary Standard Industrial

Classification Code Number)

 

(I.R.S. Employer

Identification Number)

400 Fairview Avenue North, Suite 1200

Seattle, Washington 98109

(206) 517-5300

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

 

 

Chris Diorio, Ph.D.

Chief Executive Officer

400 Fairview Avenue North, Suite 1200

Seattle, Washington 98109

(206) 517-5300

(Name, address, including zip code, 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

(206) 883-2500

 

Yukio Morikubo

General Counsel

Impinj, Inc.

400 Fairview Avenue North, Suite 1200

Seattle, Washington 98109

(206) 517-5300

 

Jeffrey R. Vetter

James D. Evans

Ran D. Ben-Tzur

Fenwick & West LLP

1191 Second Avenue, 10th Floor

Seattle, Washington 98101

(206) 389-4510

 

 

Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act, as amended, check the following box.  ¨

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  x Registration No. 333-211779

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

 

Large accelerated filer   ¨    Accelerated filer   ¨
Non-accelerated filer   x  (Do not check if a smaller reporting company)    Smaller reporting company   ¨

 

 

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(2)

 

Amount of

Registration Fee(3)

Common Stock, $0.001 par value per share

  230,000   $14.00   $3,220,000   $325

 

 

(1) Represents only the additional number of shares being registered and includes an additional 30,000 shares issuable upon the exercise of the underwriters’ option to purchase additional shares. Does not include the securities, the offer and sale of which the registrant previously registered on a Registration Statement on Form S-1 (File No. 333-211779), as amended (the “Earlier Registration Statement”).
(2) The registrant previously registered securities on the Earlier Registration Statement, which was declared effective by the Securities and Exchange Commission on July 20, 2016. In accordance with Rule 462(b) under the Securities Act of 1933, as amended (the “Securities Act”), an additional amount of securities having a proposed maximum aggregate offering price of $3,220,000 are hereby registered, which includes shares issuable upon the exercise of the underwriters’ option to purchase additional shares.
(3) Calculated pursuant to Rule 457(a) under the Securities Act.

 

 

 

This registration statement shall become effective upon filing in accordance with Rule 462(b) under the Securities Act.


EXPLANATORY NOTE AND INCORPORATION OF

CERTAIN INFORMATION BY REFERENCE

Pursuant to Rule 462(b) under the Securities Act of 1933, as amended, Impinj, Inc., a Delaware corporation, is filing this registration statement with the Securities and Exchange Commission, or SEC. This registration statement relates to the public offering of securities contemplated by the Registration Statement on Form S-1, as amended (File No. 333-211779), which we originally filed on June 2, 2016, or the Earlier Registration Statement, and which the SEC declared effective on July 20, 2016.

We are filing this registration statement for the sole purpose of increasing the aggregate number of shares of common stock, par value $0.001 per share, offered by us by 230,000 shares, 30,000 of which are subject to purchase upon exercise of the underwriters’ option to purchase additional shares of common stock. The additional shares of common stock that are being registered for issuance and sale pursuant to this registration statement are in an amount and at a price that together represent no more than 20% of the maximum aggregate offering price set forth in the Calculation of Registration Fee table contained in the Earlier Registration Statement. The information set forth in the Earlier Registration Statement is incorporated by reference in this filing.

The required opinion and consents are listed on the Exhibit Index attached hereto and filed herewith.


SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Registration Statement on Form S-1 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Seattle, State of Washington, on July 20, 2016.

 

IMPINJ, INC.

By:        

 

/s/ Chris Diorio

  Chris Diorio, Ph.D.
  Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement on Form S-1 has been signed by the following persons in the capacities indicated below:

 

Signature

  

Title

 

Date

/s/    Chris Diorio        

Chris Diorio, Ph.D.

  

Chief Executive Officer and Director

(Principal Executive Officer)

 

July 20, 2016

/s/    Evan Fein        

Evan Fein

  

Chief Financial Officer

(Principal Accounting and Financial Officer)

 

July 20, 2016

*

Peter van Oppen

   Director  

July 20, 2016

*

Tom A. Alberg

   Director  

July 20, 2016

*

Clinton Bybee

   Director  

July 20, 2016

*

Gregory Sessler

   Director  

July 20, 2016

*

Theresa Wise

   Director  

July 20, 2016

 

*By:   /s/ Chris Diorio
  Chris Diorio, Ph.D.
  Attorney-in-fact


EXHIBIT INDEX

 

Exhibit
Number

 

Description

5.1   Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation.
23.1   Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm.
23.2   Consent of Wilson Sonsini Goodrich & Rosati, Professional Corporation (included in Exhibit 5.1).
24.1(1)*   Power of Attorney.

 

(1)* Previously filed on page II-4 of the Registrant’s Earlier Registration Statement and incorporated by reference herein.