IMPINJ INC 10-Q

Item 5. Other Information Securities Trading Plans of Directors and Executive Officers During our last fiscal quarter, no director or officer, as defined in Rule 16a-1(f), adopted or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement,” each as defined in Item 408 of Regulation S-K. Ratification of Certain Matters On June 26, 2023, our board of directors adopted resolutions, or the Resolutions, pursuant to Section 204 of the Delaware General Corporation Law, or Section 204, approving the ratification of the issuance of options to purchase shares of Common Stock and an award of restricted stock units, which we refer to as the Ratification. A copy of the Resolutions adopted by our board of directors setting forth the information with respect to the Ratification required under Section 204 is attached hereto as Exhibit 99.1. Any claim that any defective corporate act or putative stock ratified pursuant to the Ratification is void or voidable due to the failures of authorization identified in the Resolutions, or that the Delaware Court of Chancery should declare in its discretion that such ratification done in accordance with Section 204 of the Delaware General Corporation Law not be effective or be effective only on certain conditions must be brought within the later of (i) 120 days from the validation effective time (which is June 26, 2023) and (ii) the giving of this notice (which is deemed to be the date that this Quarterly Report on Form 10-Q is filed with the Securities and Exchange Commission) . 52 Table of Contents Item 6. E xhibits Incorporation by Reference Exhibit Number Exhibit Description Form Date Number Filed Herewith 3.1 Amended and Restated Certificate of Incorporation of Impinj, Inc., as filed with the Secretary of State of the State of Delaware on June 10, 2020 8-K 6/12/2020 3.1 3.2 Amended and Restated Bylaws of Impinj, Inc. adopted as of February 23, 2023 8-K 2/23/2023 3.1 31.1 Certification of Principal Executive Officer Required Under Rule 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934, as amended X 31.2 Certification of Principal Financial Officer Required Under Rule 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934, as amended X 32.1* Certification of Principal Executive Officer Required Under Rule 13a-14(b) of the Securities Exchange Act of 1934, as amended, and 18 U.S.C. §1350 X 32.2* Certification of Principal Financial Officer Required Under Rule 13a-14(b) of the Securities Exchange Act of 1934, as amended, and 18 U.S.C. §1350 X 99.1 Unanimous Written Consent of the Board of Directors of Impinj, Inc., effective June 26, 2023 99.1 X 101 Inline XBRL Document Set for the condensed consolidated financial statements and accompanying notes in Part I, Item 1, “Financial Statements” of this Quarterly Report on Form 10-Q. X 104 Inline XBRL for the cover page of this Quarterly Report on Form 10-Q, included in the Exhibit 101 Inline XBRL Document Set. X * The certifications attached as Exhibits 32.1 and 32.2 that accompany this Quarterly Report on Form 10-Q are not deemed filed with the Securities and Exchange Commission and are not to be incorporated by reference into any filing of Impinj, Inc. under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this Form 10-Q, irrespective of any general incorporation language contained in such filing. 53 Table of Contents SIGNAT URES 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, thereunto duly authorized. Impinj, Inc. Date: July 26, 2023 By: /s/ Cary Baker Cary Baker Chief Financial Officer (principal financial officer and duly authorized signatory) 54