Impinj, Inc. (NASDAQ:PI) Files An 8-K Entry into a Material Definitive Agreement

Item1.01

On April24, 2017, Impinj, Inc., a Delaware corporation (the
Company), entered into a Third Amended and Restated Loan and
Security Agreement (the Restated Loan Agreement), by and between
the Company and Silicon Valley Bank (the Lender). The Restated
Loan Agreement amends and restates the Companys existing Second
Amended and Restated Loan and Security Agreement, dated as of
March26, 2014 (as amended, the Prior Loan Agreement), by and
between the Company and Lender.

The Restated Loan Agreement provides for a $25.0million revolving
credit facility, with a $5.0million letter of credit subfacility.
The revolving credit facility reflects a $10.0million increase
from the Prior Loan Agreement and is no longer subject to a
borrowing base. At April24, 2017, the Company had no revolver
borrowings outstanding and undrawn letters of credit with an
aggregate face amount of $528,000. Any outstanding principal
amount of the revolving borrowings, together with all accrued and
unpaid interest, is due and payable on April24, 2019.

The Restated Loan Agreement also provides that the $10.5million
term loan under the Prior Loan Agreement continues to remain
outstanding and, consistent with the Prior Loan Agreement, will
amortize over 36 months beginning on June1, 2017, following an
initial interest-only period, and mature on May1, 2020. The
Company retains the ability to prepay the term loan at any time,
subject to a prepayment fee equal to 2.0% of the outstanding
principal amount if prepaid on or before May27, 2017, or 1.0% of
the outstanding principal amount if prepaid after May27, 2017,
but on or before May27, 2018.

The Restated Loan Agreement also refinances the current balance
of the equipment loans outstanding under the Prior Loan Agreement
in the principal amount of approximately $870,000 (the Equipment
A Advance) and $815,000 (the Equipment B Advance), initially
borrowed on September20, 2016 and December30, 2016, respectively.
Beginning on May1, 2017, the Equipment A Advance will continue to
amortize over 29 months, maturing on September1, 2019, and the
Equipment B Advance will continue to amortize over 32 months,
maturing on December1, 2019. Consistent with the Prior Loan
Agreement, the Company may prepay the equipment loans in full at
any time, subject to a prepayment fee equal to 2.0% of the
outstanding principal amount of each equipment loan prepaid if
such equipment loan is prepaid on or prior to the first
anniversary of the date such equipment loan was initially
borrowed, and 1.0% of the outstanding principal amount if prepaid
after the first anniversary, but on or prior to the second
anniversary, of the date such equipment loan was initially
borrowed.

The loans accrue interest, at the Companys option, at (i)a LIBOR
rate determined in accordance with the Restated Loan Agreement,
plus a margin of 2.75% or 3.25%, in the case of revolving
borrowings, or 3.0% or 3.5%, in the case of the term loan and
equipment loans, or (ii)a prime rate determined in accordance
with the Restated Loan Agreement, plus a margin of 0.0% or 0.5%,
in the case of revolving borrowings, or 0.25% or 0.75%, in the
case of the term loan and equipment loans, in each case with such
margin determined based on the Companys adjusted EBITDA for the
preceding 12 month period. Interest is due and payable in arrears
monthly for prime rate loans and at the end of an interest period
for LIBOR rate loans. The Company is also obligated to pay other
customary closing fees, commitment fees and letter of credit fees
for a facility of this size and type.

The Companys obligations under the Restated Loan Agreement are
secured by substantially all of the Companys assets other than
intellectual property. All of the Companys future subsidiaries
are required to become co-borrowers under the Restated Loan
Agreement. The guarantees by future subsidiaries are and will be
secured by substantially all of the assets of such subsidiaries.

If the Companys cash in accounts maintained with Lender, plus
availability under the revolving credit facility, falls below
$50.0million, the Restated Loan Agreement requires that the
Company maintain compliance with (i)maximum adjusted EBITDA loss
for the twelve month period ending as of the last day of each
fiscal quarter of not greater than $7.5million and (ii)a ratio of
unrestricted cash in accounts maintained with Lender plus net
accounts receivable, to debt owed to Lender, of not less than 1.5
to 1.0.

The Restated Loan Agreement contains customary affirmative and
negative covenants, including, among others, covenants limiting
the ability of the Company and its subsidiaries to dispose of
assets, have a change of control, merge with or acquire other
entities, incur indebtedness, grant liens on their assets, make
distributions to holders of their capital stock, make investments
or engage in transactions with their affiliates, in each case
subject to customary exceptions.

Upon an event of default, the Lender may declare the outstanding
obligations payable by the Company to be immediately due and
payable and exercise other rights and remedies provided for under
the Restated Loan Agreement. The events of default under the
Restated Loan Agreement include, among others, payment defaults,
covenant defaults, a material adverse change default, inaccuracy
of representations and warranties, cross-defaults to other
material indebtedness, judgment defaults and

bankruptcy and insolvency defaults. Under certain circumstances,
a default interest rate will apply on all obligations during the
existence of an event of default under the Credit Agreement at a
per annum rate of interest equal to 5.0% above the applicable
interest rate.

The foregoing description of the Restated Loan Agreement does not
purport to be complete and is qualified in its entirety by
reference to the full text of the Restated Loan Agreement, a copy
of which is filed as Exhibit 99.1 hereto and incorporated herein
by reference.

Item2.03 Creation of a Direct Financial Obligation or
an Obligation under an Off-Balance Sheet Arrangement of a
Registrant.

The information set forth under Item 1.01, Entry into a Material
Definitive Agreement, is incorporated herein by reference.

(d) Exhibits

About Impinj, Inc. (NASDAQ:PI)

Impinj, Inc. is a provider of RAIN radio frequency identification (RFID) solutions. The Company sells a platform that includes endpoint integrated circuits (ICs), reader ICs, readers and gateways that enable wireless connectivity to everyday items, and software that delivers Item Intelligence from endpoint reads. The Impinj Platform connects billions of everyday items, such as apparel, medical supplies, automobile parts, drivers’ licenses, food and luggage to applications, such as inventory management, patient safety, asset tracking and item authentication, delivering real-time information to businesses about items they create, manage, transport and sell. The Impinj Platform wirelessly delivers information about these items’ identity, location and authenticity, or Item Intelligence, to the digital world.

Impinj, Inc. (NASDAQ:PI) Recent Trading Information

Impinj, Inc. (NASDAQ:PI) closed its last trading session up +0.11 at 37.57 with 848,085 shares trading hands.