SEC Info - Impinj Inc. - ‘10-K’ for 12/31/23

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Impinj Inc. – ‘10-K’ for 12/31/23 – ‘EX-4.1’

On: Monday, 2/12/24, at 4:25pm ET · For: 12/31/23 · Accession #: 950170-24-13874 · File #: 1-37824

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 2/12/24  Impinj Inc.                       10-K       12/31/23  109:15M                                    Donnelley … Solutions/FA

Annual Report — Form 10-K — SEA’34

Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Annual Report                                       HTML   3.40M 
 2: EX-4.1      Instrument Defining the Rights of Security Holders  HTML     47K 
 3: EX-10.28    Material Contract                                   HTML    161K 
 4: EX-10.29    Material Contract                                   HTML    139K 
 5: EX-21.1     Subsidiaries List                                   HTML     32K 
 6: EX-23.1     Consent of Expert or Counsel                        HTML     34K 
11: EX-97.1     Clawback Policy re: Recovery of Erroneously         HTML     52K 
                Awarded Compensation                                             
 7: EX-31.1     Certification -- §302 - SOA'02                      HTML     35K 
 8: EX-31.2     Certification -- §302 - SOA'02                      HTML     35K 
 9: EX-32.1     Certification -- §906 - SOA'02                      HTML     33K 
10: EX-32.2     Certification -- §906 - SOA'02                      HTML     33K 
13: R1          Document and Entity Information                     HTML    105K 
14: R2          Consolidated Balance Sheets                         HTML    142K 
15: R3          Consolidated Balance Sheets (Parenthetical)         HTML     53K 
16: R4          Consolidated Statements of Operations               HTML    112K 
17: R5          Consolidated Statements of Comprehensive Loss       HTML     58K 
18: R6          Consolidated Statements of Changes in               HTML     82K 
                Stockholders' Equity                                             
19: R7          Consolidated Statements of Cash Flows               HTML    154K 
20: R8          Consolidated Statements of Cash Flows               HTML     32K 
                (Parenthetical)                                                  
21: R9          Pay vs Performance Disclosure                       HTML     43K 
22: R10         Insider Trading Arrangements                        HTML     75K 
23: R11         Description of Business                             HTML     34K 
24: R12         Summary of Significant Accounting Policies          HTML    153K 
25: R13         Fair Value Measurements                             HTML    316K 
26: R14         Inventory                                           HTML     46K 
27: R15         Property and Equipment                              HTML     58K 
28: R16         Goodwill and Intangible Assets                      HTML     95K 
29: R17         Income Taxes                                        HTML    198K 
30: R18         Long-term Debt                                      HTML    123K 
31: R19         Stockholders' Equity                                HTML     40K 
32: R20         Stock-Based Awards                                  HTML    190K 
33: R21         Leases                                              HTML     96K 
34: R22         Commitments and Contingencies                       HTML     60K 
35: R23         Deferred Revenue                                    HTML     51K 
36: R24         Segment Reporting                                   HTML     89K 
37: R25         Net Loss Per Share                                  HTML     71K 
38: R26         Related-Party Transactions                          HTML     41K 
39: R27         Retirement Plans                                    HTML     37K 
40: R28         Restructuring                                       HTML     36K 
41: R29         Subsequent Events                                   HTML     34K 
42: R30         Summary of Significant Accounting Policies          HTML    205K 
                (Policies)                                                       
43: R31         Summary of Significant Accounting Policies          HTML     96K 
                (Tables)                                                         
44: R32         Fair Value Measurements (Tables)                    HTML    312K 
45: R33         Inventory (Tables)                                  HTML     47K 
46: R34         Property and Equipment (Tables)                     HTML     55K 
47: R35         Goodwill and Intangible Assets (Tables)             HTML     94K 
48: R36         Income Taxes (Tables)                               HTML    193K 
49: R37         Long-term Debt (Tables)                             HTML     97K 
50: R38         Stock-Based Awards (Tables)                         HTML    182K 
51: R39         Leases (Tables)                                     HTML    101K 
52: R40         Deferred Revenue (Tables)                           HTML     46K 
53: R41         Segment Reporting (Tables)                          HTML     83K 
54: R42         Net Loss Per Share (Tables)                         HTML     73K 
55: R43         Summary of Significant Accounting Policies -        HTML     49K 
                Schedule of Revenue and Accounts Receivable                      
                Concentration (Details)                                          
56: R44         Summary of Significant Accounting Policies -        HTML    117K 
                Additional Information (Details)                                 
57: R45         Summary of Significant Accounting Policies -        HTML     40K 
                Summary of Allowance for Sales Returns (Details)                 
58: R46         Summary of Significant Accounting Policies -        HTML     50K 
                Schedule of Property and Equipment Estimated                     
                Useful Lives (Details)                                           
59: R47         Fair Value Measurements - Summary of Assets         HTML     96K 
                Measured at Fair Value on Recurring Basis                        
                (Details)                                                        
60: R48         Fair Value Measurements - Schedule of Additional    HTML     39K 
                Information of Liabilities Measured at Fair Value                
                for Company Utilized Level 3 Inputs to Determine                 
                Fair Value (Details)                                             
61: R49         Fair Value Measurements - Additional Information    HTML     65K 
                (Details)                                                        
62: R50         Fair Value Measurements - Schedule of Cost Or       HTML     67K 
                Amortized Cost, Gross Unrealized Gains, Gross                    
                Unrealized Losses, And Total Estimated Fair Value                
                Of Financial Assets (Details)                                    
63: R51         Inventory - Schedule of Inventories (Details)       HTML     40K 
64: R52         Property and Equipment - Schedule of Property and   HTML     50K 
                Equipment (Details)                                              
65: R53         Property and Equipment - Additional Information     HTML     38K 
                (Details)                                                        
66: R54         Goodwill and Intangible Assets - Additional         HTML     70K 
                Information (Details)                                            
67: R55         Goodwill and Intangible Assets - Schedule of        HTML     39K 
                Goodwill (Details)                                               
68: R56         Goodwill and Intangible Assets - Schedule of        HTML     54K 
                Intangible Assets (Details)                                      
69: R57         Goodwill and Intangible Assets - Schedule of        HTML     46K 
                Estimated Intangible Asset Amortization Expense                  
                (Details)                                                        
70: R58         Income Taxes - Summary of Components of Income      HTML     40K 
                (Loss) before Income Taxes (Details)                             
71: R59         Income Taxes - Summary of Income Tax Benefit        HTML     56K 
                (Expense) (Details)                                              
72: R60         Income Taxes - Reconciliation of U.S. Federal       HTML     52K 
                Statutory Income Tax Rate to Effective Income Tax                
                Rate (Details)                                                   
73: R61         Income Taxes - Summary of Significant Components    HTML     70K 
                of Deferred Tax Assets and Liabilities (Details)                 
74: R62         Income Taxes - Additional Information (Details)     HTML     56K 
75: R63         Income Taxes - Total Balance of Unrecognized Tax    HTML     35K 
                Benefits (Details)                                               
76: R64         Long-term Debt - Summary of Outstanding Principal   HTML     50K 
                Amount and Carrying Value (Details)                              
77: R65         Long-term Debt - Additional Information (Details)   HTML    140K 
78: R66         Long-term Debt - Schedule of Notes (Details)        HTML     58K 
79: R67         Long-term Debt - Schedule of Interest Expense       HTML     52K 
                (Details)                                                        
80: R68         Stockholders' Equity - Additional Information       HTML     42K 
                (Details)                                                        
81: R69         Stock-Based Awards - Summary of Stock-Based         HTML     43K 
                Compensation Expense (Details)                                   
82: R70         Stock-Based Awards - Additional Information         HTML    107K 
                (Details)                                                        
83: R71         Stock-Based Awards - Summary of Stock Options       HTML     62K 
                Activity (Details)                                               
84: R72         Stock-Based Awards - Schedule of Stock Options      HTML     55K 
                Valuation Assumptions (Details)                                  
85: R73         Stock-Based Awards - Summary of Restricted Stock    HTML     75K 
                Units (Details)                                                  
86: R74         Stock Based Awards - Summary of Information         HTML     51K 
                Related to Granted and Vested RSUs, PSUs and MSUs                
                (Details)                                                        
87: R75         Stock-Based Awards - Schedule of Employee Stock     HTML     51K 
                Purchase Plan Valuation Assumptions (Details)                    
88: R76         Leases - Components of Lease Expense (Details)      HTML     41K 
89: R77         Leases - Supplemental Cash Flow Information         HTML     41K 
                Related to Operating Leases (Details)                            
90: R78         Leases - Schedule of Weighted-Average Remaining     HTML     35K 
                Lease Terms and Weighted-Average Discount Rate                   
                Related to Operating Leases (Details)                            
91: R79         Leases - Schedule of Future Lease Payments under    HTML     54K 
                Operating Leases (Details)                                       
92: R80         Commitments and Contingencies - Additional          HTML     98K 
                Information (Details)                                            
93: R81         Deferred Revenue - Summary of Changes in Deferred   HTML     40K 
                Revenue (Details)                                                
94: R82         Deferred Revenue - Additional Information           HTML     32K 
                (Details)                                                        
95: R83         Segment Reporting - Additional Information          HTML     47K 
                (Details)                                                        
96: R84         Segment Reporting - Summary of Revenue Categories   HTML     40K 
                (Details)                                                        
97: R85         Segment Reporting - Summary of Long-lived Assets    HTML     42K 
                Geography (Details)                                              
98: R86         Segment Reporting - Summary of Sales by Geography   HTML     42K 
                (Details)                                                        
99: R87         Net Loss Per Share - Reconciliation of the          HTML     62K 
                Numerator and Denominator used in Computing Basic                
                and Diluted Net Loss Per Share (Details)                         
100: R88         Net Loss Per Share - Computation of Diluted Net     HTML     46K  
                Loss Per Share Effect in Antidilutive (Details)                  
101: R89         Related-Party Transactions - Additional             HTML     59K  
                Information (Details)                                            
102: R90         Retirement Plans - Additional Information           HTML     34K  
                (Details)                                                        
103: R91         Restructuring - Additional Information (Details)    HTML     45K  
104: R92         Subsequent Events - Additional Information          HTML     41K  
                (Details)                                                        
106: XML         IDEA XML File -- Filing Summary                      XML    201K  
109: XML         XBRL Instance -- pi-20231231_htm                     XML   3.64M  
105: EXCEL       IDEA Workbook of Financial Report Info              XLSX    208K  
12: EX-101.SCH  XBRL Taxonomy Extension Schema With Embedded         XSD   5.01M 
                Linkbases Document -- pi-20231231                                
107: JSON        XBRL Instance as JSON Data -- MetaLinks              739±  1.15M  
108: ZIP         XBRL Zipped Folder -- 0000950170-24-013874-xbrl      Zip    631K

‘EX-4.1’ — Instrument Defining the Rights of Security Holders

This Exhibit is an HTML Document rendered as filed. [ Alternative Formats ]

EX-4.1

Exhibit 4.1

IMPINJ, INC.

DESCRIPTION OF COMMON STOCK

The common stock of Impinj, Inc. is listed on the Nasdaq Global Select Market under the symbol “PI.” All outstanding shares of common stock are validly issued, fully paid, and nonassessable.

The following description of the terms of our common stock is not complete and is qualified in its entirety by reference to our certificate of incorporation, as amended from time to time, and our bylaws, as amended from time to time, both of which are exhibits to our Annual Reports on Form 10-K.

Our authorized capital stock consists of 495,000,000 shares of common stock, par value $0.001 per share, and 5,000,000 shares of preferred stock, par value $0.001 per share.

Common Stock

Voting Rights

Each holder of common stock is entitled to one vote for each share on all matters submitted to a vote of the stockholders, including the election of directors.

The holders of a majority of the stock issued and outstanding and entitled to vote, present in person or represented by proxy, shall constitute a quorum for the transaction of business at all meetings of the stockholders.

Our certificate of incorporation and bylaws do not provide for cumulative voting rights. Consequently, holders of a majority or, in certain circumstances, a plurality of the shares of common stock entitled to vote in any election of directors may elect all of the directors standing for election. In an uncontested election, a director nominee will be elected to the Board only if the votes cast for such nominee’s election exceed the votes cast against such nominee’s election. In a contested election, or otherwise where the number of director nominees exceeds the number of directors to be elected, directors shall be elected by a plurality of the votes cast.

With respect to matters other than the election of directors, at any meeting of the stockholders at which a quorum is present or represented, the affirmative vote of a majority of the voting power of the shares present in person or represented by proxy at such meeting and entitled to vote on the subject matter shall be the act of the stockholders, except as otherwise required by law.

Dividends

Subject to preferences that may be applicable to any then-outstanding preferred stock, holders of our common stock are entitled to receive dividends, if any, as may be declared from time to time by our board of directors out of legally available funds.

Liquidation

In the event of our liquidation, dissolution or winding up, holders of our common stock will be entitled to share ratably in the net assets legally available for distribution to stockholders after the payment of all of our debts and other liabilities and the satisfaction of any liquidation preference granted to the holders of any then-outstanding shares of preferred stock.

Exhibit 4.1

Rights and Preferences

Holders of our common stock have no preemptive, conversion, subscription or other rights, and there are no redemption or sinking fund provisions applicable to the common stock. The rights, preferences and privileges of the holders of our common stock are subject to and may be adversely affected by, the rights of the holders of shares of any series of preferred stock that we may designate in the future.

Preferred Stock

Our board of directors has the authority, without further action by the stockholders, to issue up to 5,000,000 shares of preferred stock in one or more series and to fix the rights, preferences, privileges and restrictions thereof. These rights, preferences and privileges could include dividend rights, conversion rights, voting rights, redemption rights, liquidation preferences, sinking fund terms and the number of shares constituting any series or the designation of such series, any or all of which may be greater than the rights of common stock. The issuance of preferred stock could adversely affect the voting power of holders of our common stock and the likelihood that such holders will receive dividend payments and payments upon liquidation. In addition, the issuance of preferred stock could have the effect of delaying, deferring or preventing change in our control or other corporate action. We have no present plan to issue any shares of preferred stock.

Anti-Takeover Provisions of Delaware and Washington Law and Our Certificate of Incorporation and Bylaws

Delaware Law

We are subject to Section 203 of the General Corporation Law of the State of Delaware. Section 203 generally prohibits a publicly held Delaware corporation from engaging in a “business combination” with any “interested stockholder” for a period of three years after the date of the transaction in which the person became an interested stockholder, unless:

•

prior to the date of the transaction, the board of directors of the corporation approved either the business combination or the transaction which resulted in the stockholder becoming an interested stockholder;

•

upon consummation of the transaction which resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced, excluding for purposes of determining the number of shares outstanding (1) shares owned by persons who are directors and also officers and (2) shares owned by employee stock plans in which employee participants do not have the right to determine confidentially whether shares held subject to the plan will be tendered in a tender or exchange offer; or

•

on or subsequent to the date of the transaction, the business combination is approved by the board and authorized at an annual or special meeting of stockholders, and not by written consent, by the affirmative vote of at least two-thirds of the outstanding voting stock which is not owned by the interested stockholder.

Section 203 defines a business combination to include:

•

any merger or consolidation involving the corporation and the interested stockholder;

Exhibit 4.1

•

any sale, transfer, pledge or other disposition involving the interested stockholder of 10% or more of the assets of the corporation;

•

subject to exceptions, any transaction that results in the issuance or transfer by the corporation of any stock of the corporation to the interested stockholder;

•

any transaction involving the corporation that has the effect of increasing the proportionate share of the stock or any class or series of the corporation beneficially owned by the interested stockholder; and

•

the receipt by the interested stockholder of the benefit of any loans, advances, guarantees, pledges or other financial benefits provided by or through the corporation.

In general, Section 203 defines an interested stockholder as any entity or person beneficially owning 15% or more of the outstanding voting stock of the corporation and any entity or person affiliated with or controlling or controlled by the entity or person.

Washington Business Corporation Act

The laws of Washington, where our principal executive offices are located, impose restrictions on certain transactions between certain foreign corporations and significant stockholders. In particular, the Washington Business Corporation Act, or the WBCA, prohibits a “target corporation,” with certain exceptions, from engaging in certain “significant business transactions” with a person or group of persons that beneficially owns 10% or more of the voting power of the target corporation, which is referred to as an “acquiring person,” for a period of five years after such acquisition, unless the transaction or acquisition of shares is approved by a majority of the members of the target corporation’s board of directors prior to the time of acquisition. Such prohibited transactions may include, among other things:

•

any merger or consolidation with, disposition of assets to, or issuance or redemption of stock to or from, the acquiring person;

•

any termination of 5% or more of the employees of the target corporation as a result of the acquiring person’s acquisition of 10% or more of the shares; and

•

allowing the acquiring person to receive any disproportionate benefit as a stockholder.

After the five-year period, a significant business transaction may take place as long as it complies with certain fair price provisions of the statute or is approved at an annual or special meeting of stockholders.

We will be considered a “target corporation” so long as our principal executive office is located in Washington and (1) a majority of our employees are residents of the state of Washington or we employ more than one thousand residents of the state of Washington; (2) a majority of our tangible assets, measured by market value, are located in the state of Washington or we have more than $50 million worth of tangible assets located in the state of Washington; and (3) any one of the following: (a) more than 10% of our stockholders of record are resident in the state of Washington; (b) more than 10% of our shares are owned of record by state residents; or (c) 1,000 or more of our stockholders of record are resident in the state.

If we meet the definition of a target corporation, the WBCA may have the effect of delaying, deferring or preventing a change of control.

Exhibit 4.1

Certificate of Incorporation and Bylaws

Provisions of our certificate of incorporation and bylaws may delay or discourage transactions involving an actual or potential change in our control or change in our management, including transactions in which stockholders might otherwise receive a premium for their shares, or transactions that our stockholders might otherwise deem to be in their best interests. Therefore, these provisions could adversely affect the price of our common stock. Among other things, our certificate of incorporation and bylaws:

•

permit our board of directors to issue up to 5,000,000 shares of preferred stock, with any rights, preferences and privileges as they may designate, including the right to approve an acquisition or other change in our control;

•

provide that the authorized number of directors may be changed only by resolution of the board of directors, subject to the rights of any holders of preferred stock;

•

provide that all vacancies, including newly created directorships, may, except as otherwise required by law, be filled by the affirmative vote of a majority of directors then in office, even if less than a quorum;

•

divide our board of directors into three classes, each of which stands for election once every three years (subject to gradual declassification beginning at the 2021 annual meeting of stockholders, such that our board of directors will be fully declassified beginning at the 2023 annual meeting of stockholders);

•

provide that a director may only be removed from the board of directors by the stockholders for cause for so long as the board of directors remains classified;

•

restrict the forum for certain litigation against us to Delaware;

•

require that any action to be taken by our stockholders must be effected at a duly called annual or special meeting of stockholders and not be taken by written consent;

•

provide that stockholders seeking to present proposals before a meeting of stockholders or to nominate candidates for election as directors at a meeting of stockholders must provide notice in writing in a timely manner, and also meet specific requirements as to the form and content of a stockholder’s notice;

•

do not provide for cumulative voting rights (therefore allowing the holders of a majority of the shares of common stock entitled to vote in any uncontested election of directors to elect all of the directors standing for election, if they should so choose);

•

provide that special meetings of our stockholders may be called only by the board of directors, the chairman of the board of directors, our chief executive officer or president (in the absence of a chief executive officer);

•

provide that stockholders will be permitted to amend certain provisions of our bylaws only upon receiving at least two-thirds of the votes entitled to be cast by holders of all outstanding shares then entitled to vote generally in the election of directors, voting together as a single class; and

Exhibit 4.1

•

provide that, unless we otherwise consent in writing, a state or federal court located within the State of Delaware shall be the sole and exclusive forum for (1) any derivative action or proceeding brought on behalf of the company; (2) any action asserting a claim of breach of a fiduciary duty owed by any of our directors, officers or other employees to the company or our stockholders; (3) any action asserting a claim against the company arising pursuant to any provision of the General Corporation Law of the State of Delaware; or (4) any action asserting a claim against the company governed by the internal affairs doctrine.

The amendment of any of these provisions requires approval by the holders of at least two-thirds of our outstanding common stock, voting as a single class.

Transfer Agent and Registrar

The transfer agent and registrar for our common stock is American Stock Transfer & Trust Company, LLC. The transfer agent and registrar’s address is 6201 15th Avenue, Brooklyn, New York 11219.

12 Previous Filings that this Filing References

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 2/28/23  Impinj Inc.                       8-K:5,9     2/23/23   11:703K                                   Donnelley … Solutions/FA
 7/27/22  Impinj Inc.                       10-Q        6/30/22   74:10M                                    Donnelley … Solutions/FA
11/05/21  Impinj Inc.                       8-K:1,2,3,811/01/21   13:969K                                   Donnelley … Solutions/FA
10/28/20  Impinj Inc.                       10-Q        9/30/20   72:9.7M                                   ActiveDisclosure/FA
 3/02/20  Impinj Inc.                       10-K       12/31/19   97:12M                                    ActiveDisclosure/FA
12/16/19  Impinj Inc.                       8-K:1,2,3,812/11/19    4:865K                                   Donnelley … Solutions/FA
 2/28/19  Impinj Inc.                       10-K       12/31/18   88:11M                                    ActiveDisclosure/FA
 6/26/18  Impinj Inc.                       8-K:1,5,9   6/20/18    3:336K                                   ActiveDisclosure/FA
 8/14/17  Impinj Inc.                       10-Q        6/30/17   44:5.2M                                   ActiveDisclosure/FA
 9/02/16  Impinj Inc.                       10-Q        6/30/16   52:5.5M                                   ActiveDisclosure/FA
 7/11/16  Impinj Inc.                       S-1/A                 11:6.6M                                   Donnelley … Solutions/FA
 6/02/16  Impinj Inc.                       S-1                   36:10M                                    Donnelley … Solutions/FA

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Filing Submission 0000950170-24-013874 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Impinj Inc. – ‘10-K’ for 12/31/23 – ‘EX-4.1’

On: Monday, 2/12/24, at 4:25pm ET · For: 12/31/23 · Accession #: 950170-24-13874 · File #: 1-37824

Annual Report — Form 10-K — SEA’34Filing Table of Contents

‘EX-4.1’ — Instrument Defining the Rights of Security Holders

This Exhibit is an HTML Document rendered as filed. [ Alternative Formats ]

12 Previous Filings that this Filing References

Annual Report — Form 10-K — SEA’34

Filing Table of Contents