Item 9A. Controls and Procedures
Item 9A. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Our management, with the participation of our chief executive officer and our principal financial officer, evaluated the effectiveness of our disclosure controls and procedures as of December 31, 2021. Disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is (1) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and (2) accumulated and communicated to management, including its principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure. Based on the evaluation of our disclosure controls and procedures, our chief executive officer and principal financial officer concluded that our disclosure controls and procedures were effective at a reasonable assurance level as of December 31, 2021.
Management’s Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined under Rule 13a-15(f) and 15d-15(f) under the Exchange Act. We evaluated the effectiveness of our internal control over financial reporting based on the framework in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework). Based on our evaluation, our management concluded that our internal control over financial reporting was effective as of December 31, 2021.
The effectiveness of our internal control over financial reporting as of December 31, 2021 has been audited by Ernst & Young LLP, an independent registered public accounting firm, as stated in their report included herein.
Changes in Internal Control over Financial Reporting
There were no changes that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting during the three months ended December 31, 2021 .
Limitations on Controls
Our disclosure controls and procedures and internal control over financial reporting are designed to provide reasonable assurance of achieving the desired control objectives. Our management recognizes that any control system, no matter how well designed and operated, is based upon certain judgments and assumptions and cannot provide absolute assurance that its objectives will be met. Similarly, an evaluation of controls cannot provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, have been detected.
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Report of Independent Registered Public Accounting Firm
To the Shareholders and the Board of Directors of Impinj, Inc
Opinion on Internal Control Over Financial Reporting
We have audited Impinj, Inc. and subsidiaries internal control over financial reporting as of December 31, 2021, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, Impinj, Inc. and subsidiaries (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2021, based on the COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2021 and 2020 , the related consolidated statements of operations, comprehensive loss, changes in stockholders’ equity and cash flows for each of the two years in the period ended December 31, 2021 , and the related notes and our report dated February 14, 2022 expressed an unqualified opinion thereon.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.
Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance
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with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ Ernst & Young LLP
Seattle, Washington
February 14, 2022
Item 9B. Other Information
None.
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.
None.
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PART III
Item 10. Directors, Executive Officers and Corporate Governance
The information required by this item is incorporated by reference to our definitive proxy statement relating to the 2022 annual meeting of stockholders. The definitive proxy statement will be filed with the SEC within 120 days after the end of the 2021 fiscal year.
We have adopted a Code of Ethics that applies to our Chief Executive Officer, Chief Financial Officer, principal accounting officer and controller and persons performing similar functions. The Code of Ethics is posted on our website at http://corporate-governance.impinj.com. We intend to satisfy the disclosure requirements under Item 5.05 of Form 8-K regarding an amendment to, or waiver from, a provision of the Code of Ethics by posting such information on our website at the address specified above.
Item 11. Executive Compensation
The information required by this item is incorporated by reference to our definitive proxy statement relating to the 2022 annual meeting of stockholders. The definitive proxy statement will be filed with the SEC within 120 days after the end of the 2021 fiscal year.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The information required by this item is incorporated by reference to our definitive proxy statement relating to the 2022 annual meeting of stockholders. The definitive proxy statement will be filed with the SEC within 120 days after the end of the 2021 fiscal year.
Item 13. Certain Relationships and Related Transactions, and Director Independence
The information required by this item is incorporated by reference to our definitive proxy statement relating to the 2022 annual meeting of stockholders. The definitive proxy statement will be filed with the SEC within 120 days after the end of the 2021 fiscal year.
Item 14. Principal Accounting Fees and Services
The information required by this item is incorporated by reference to our definitive proxy statement relating to the 2022 annual meeting of stockholders. The definitive proxy statement will be filed with the SEC within 120 days after the end of the 2021 fiscal year.
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PART IV
Item 15. Exhibits and Financial Statement Schedules
(a)(1) Financial Statements
We have filed the financial statements listed in the Index to Consolidated Financial Statements as a part of this report.
(a)(2) Financial Statement Schedules
All financial statement schedules have been omitted because they are not applicable, not material or the required information is presented in the financial statements or the notes thereto.
(a)(3) Exhibits
The list of exhibits included in the Exhibit Index to this report is incorporated herein by reference.
INCORPORATION BY REFERENCE
NUMBER
DESCRIPTION
Form
Date
Number
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 April 13, 2020
8-K
4/16/2020
3.1
4.1
Description of Impinj, Inc.’s Common Stock
4.2
Specimen Common Stock Certificate of the registrant
S-1/A
7/11/2016
4.1
4.3
Amended and Restated Investors’ Rights Agreement, dated July 13, 2012, by and among the registrant and the investors and founders named therein
S-1
6/2/2016
4.2
4.4
Indenture, dated as of December 16, 2019, between Impinj, Inc., and U.S. Bank National Association, as trustee.
8-K
12/16/2019
4.1
4.5
Form of 2.00% Convertible Senior Notes due 2026 (included- in Exhibit 4.4)
8-K
12/16/2019
4.1
4.6
Indenture, dated as of November 5, 2021, between Impinj, Inc., and U.S. Bank National Association, as trustee
8-K
11/5/2021
4.6
4.7
Form of 1.125% Convertible Senior Notes due 2027 (included in Exhibit 4.6)
8-K
11/5/2021
4.6
10.1+
Form of Director and Executive Officer Indemnification Agreement
S-1/A
7/11/2016
10.1
10.2+
2000 Stock Plan, as amended
S-1
6/2/2016
10.2
10.3+
Form of Notice of Stock Option Grant and Stock Option Agreement permitting early exercise under the 2000 Stock Plan
S-1
6/2/2016
10.3
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10.4+
2010 Equity Incentive Plan, as amended
S-1
6/2/2016
10.4
10.5+
Form of Notice of Stock Option Grant and Stock Option Agreement under the 2010 Equity Incentive Plan
S-1
6/2/2016
10.5
10.6+
Form of Notice of Stock Option Grant and Stock Option Agreement permitting early exercise under the 2010 Equity Incentive Plan
S-1
6/2/2016
10.6
10.7+
2016 Equity Incentive Plan
S-1/A
7/11/2016
10.7
10.8+
Form of Notice of Stock Option Grant and Stock Option Agreement under the 2016 Equity Incentive Plan
S-1/A
7/11/2016
10.8
10.9+
2016 Employee Stock Purchase Plan
S-1/A
7/11/2016
10.9
10.10+
Amended and Restated Diorio Employment Agreement, dated December 19, 2008, between the registrant and Chris Diorio, Ph.D.
S-1
6/2/2016
10.12
10.11+
First Amendment to Diorio Employment Agreement, dated February 20, 2009, between the registrant and Chris Diorio, Ph.D.
S-1
6/2/2016
10.13
10.12+
Offer Letter, dated January 6, 2020, between the registrant and Cary Baker
10-K
3/2/2020
10.14
10.13
Office Lease, dated December 10, 2014, by and between the registrant and 400 Fairview LLC
S-1
6/2/2016
10.21
10.14A
First Amendment to Lease, dated July 31, 2015, between the registrant and 400 Fairview LLC
S-1
6/2/2016
10.21A
10.14B
Second Amendment to Lease, dated March 4, 2016, between the registrant and 400 Fairview LLC
S-1
6/2/2016
10.21B
10.14C
Third Amendment to Lease, dated March 28, 2016, between the registrant and 400 Fairview LLC
S-1
6/2/2016
10.21C
10.15
Office Lease, dated November 17, 2004, between the registrant and Bedford Property Investors, Inc., as amended by the First Amendment to Lease, dated July 21, 2006, by and between the registrant and Fremont Lake Union Center LLC and the Second Amendment to Lease, dated December 11, 2009, by and between the registrant and Fremont Lake Union Center LLC
S-1
6/2/2016
10.22
10.16†
License Agreement, dated July 3, 2008, between the registrant and Intel Corporation
10-Q
10/28/2020
10.1
10.17†
Purchase Agreement—Services Phase 2, dated December 23, 2009, by and between the registrant and Intel Corporation
10-Q
10/28/2020
10.2
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10.18†
Amendment No. 1 to Purchase Agreement—Services Phase 2, dated March 26, 2010, between the registrant and Intel Corporation
10-Q
10/28/2020
10.3
10.19†
Amendment No. 2 to Purchase Agreement—Services Phase 2, dated April 20, 2011, between the registrant and Intel Corporation
10-Q
10/28/2020
10.4
10.20†
Amendment No. 3 to Purchase Agreement—Services Phase 2, dated November 15, 2011, between the registrant and Intel Corporation
10-Q
10/28/2020
10.5
10.21†
Amendment No. 4 to Purchase Agreement—Services Phase 2, dated April 25, 2013, between the registrant and Intel Corporation
10-Q
10/28/2020
10.6
10.22†
Amendment No. 5 to Purchase Agreement—Services Phase 2, dated June 12, 2013, between the registrant and Intel Corporation
10-Q
10/28/2020
10.7
10.23+
Form of Notice of Restricted Stock Unit Grant and Restricted Stock Unit Agreement under the 2016 Equity Incentive Plan
10-Q
8/14/2017
10.1
10.24
Letter Agreement, dated as of June 20, 2018, among Impinj, Inc., Sylebra HK Company Limited, Sylebra Capital Management and Daniel P. Gibson
8-K
6/26/2018
10.1
10.25+
Executive Employment Agreement, dated April 28, 2017, between the registrant and Jeff Dossett
10-K
2/28/2020
10.32
10.26
Form of Capped Call Transaction Confirmation
8-K
12/16/2019
10.1
16.1
Letter from PricewaterhouseCoopers LLP to Securities and Exchange Commission, dated April 29, 2020
8-K
4/29/2020
16.1
21.1
Subsidiaries of the registrant
S-1
6/2/2016
21.1
23.1
Consent of Ern st & Young, LLP , Independent Registered Public Accounting Firm
23.2
Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm
24.1
Powers of Attorney (contained on signature page)
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
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
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 .
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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 .
101.INS
Inline XBRL Instance Document
101.SCH
Inline XBRL Taxonomy Extension Schema Linkbase Document
101.CAL
Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF
Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB
Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE
Inline XBRL Taxonomy Extension Presentation Linkbase Document
104
Inline XBRL for the cover page of this Annual Report on Form 10-K, included in the Exhibit 101 Inline XBRL Document Set.
+
Indicates management contract or compensatory plan, contract or arrangement.
*
The certifications attached as Exhibits 32.1 and 32.2 that accompany this Annual Report on Form 10-K 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-K, irrespective of any general incorporation language contained in such filing.
†
Certain portions of this exhibit have been omitted because they are not material and would likely cause competitive harm to the registrant if disclosed.
Item 16. Form 10-K Summary
None.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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: February 14, 2022
By:
/s/ Cary Baker
Cary Baker
Chief Financial Officer (Principal Financial and Accounting 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 Cary Baker, and each of them, with full power of substitution and resubstitution and full power to act without the other, as his or her true and lawful attorney-in-fact and agent to act in his or her name, place and stead and to execute in the name and on behalf of each person, individually and in each capacity stated below, and to file, any and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing, ratifying and confirming all that said attorneys-in-fact and agents or any of them or their and his or her substitute or substitutes, may lawfully do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant in the capacities and in the capacities and on the dates indicated.
Name
Title
Date
/s/Chris Diorio
Chief Executive Officer and Vice Chair
(Principal Executive Officer)
February 14, 2022
Chris Diorio, Ph.D.
/s/ Cary Baker
Chief Financial Officer
February 14, 2022
Cary Baker
(Principal Financial and Accounting Officer)
/s/ Peter van Oppen
Chair
February 14, 2022
Peter van Oppen
/s/ Steve Sanghi
Director
February 14, 2022
Steve Sanghi
/s/ Gregory Sessler
Director
February 14, 2022
Gregory Sessler
/s/ Theresa Wise
Director
February 14, 2022
Theresa Wise
/s/ Daniel Gibson
Director
February 14, 2022
Daniel Gibson
/s/ Umesh Padval
Director
February 14, 2022
Umesh Padval
/s/ Cathal Phelan
Director
February 14, 2022
Cathal Phelan
/s/ Meera Rao
Director
February 14, 2022
Meera Rao
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