UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 6, 2019

 

 

Impinj, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-37824   91-2041398

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

400 Fairview Avenue North, Suite 1200

Seattle, Washington 98109

(Address of Principal Executive Offices, and Zip Code)

(206) 517-5300

(Registrant’s Telephone Number, Including Area Code)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

  ☐

Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

  ☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

  ☐

Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

  ☐

Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading

Symbol(s)

 

Name of each exchange

on which registered

Common Stock, par value $0.001 per share   PI   The Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

 

 

 

Item 8.01. Other Events.

On June 6, 2019, Impinj, Inc. (“Impinj”) filed a patent infringement lawsuit against NXP USA, Inc., a Delaware corporation and subsidiary of NXP Semiconductors N.V. (“NXP”), in the U.S. District Court for the Northern District of California. Impinj’s complaint (Case No. 5:19-CV-03161) alleges that certain NXP integrated circuit products infringed and continue to infringe numerous U.S. patents owned by Impinj. Impinj is seeking, among other things, past damages, including lost profits, and no less than a reasonable royalty; enhanced damages for willful infringement; and reasonable attorneys’ fees and costs for infringement of each of the asserted patents. Impinj is also seeking an injunction against NXP making, selling, using, offering for sale or importing the RAIN RFID integrated circuit product NXP introduced in 2017.    

A copy of a CEO letter posted to Impinj’s website is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

 

Exhibit   

Description

99.1    CEO Letter dated June 6, 2019.

SIGNATURE

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 hereunto duly authorized.

 

    Impinj, Inc.
Date: June 6, 2019     By:   /s/ Chris Diorio
      Chris Diorio
      Chief Executive Officer

Exhibit 99.1

LOGO

June 6, 2019

Re: Impinj patent-infringement lawsuit against NXP

To our partners and end users in the RAIN RFID community,

Today Impinj filed a U.S. patent infringement lawsuit against NXP, citing 26 Impinj patents that NXP’s UCODE endpoint ICs infringe. These patents cover key Impinj technologies such as AutoTune ™ , Integra ™ , Enduro ™ and FastID ™ , as well as Impinj circuit designs and implementations. For two years we have tried to resolve this matter out of court. Disappointingly, NXP repeatedly refused to meet with us to address the issue. Consequently, we were left with no choice but to file this lawsuit.

It is disheartening to me to see a large company copy the patented inventions of a small, creative company like ours. Impinj is passionately inventive. Our more-than 250 issued and allowed patents are the hard-earned fruits of that passion and our significant investment, dedication and sheer hard work. They also are the foundation of our market leadership. As CEO, I take my responsibility to protect Impinj’s inventions seriously. We simply cannot acquiesce to the misappropriation of so much of our intellectual property.

To our valued partners and end users, I do not want this lawsuit to deter RAIN adoption and it should not. There remain plenty of non-infringing endpoint ICs on the market. And Impinj is making every effort to avoid disrupting your supply chains, for example by not seeking an injunction on NXP’s highest-volume endpoint IC. Please reach out to me at chrisdiorio@impinj.com if you have concerns.

To all in the RAIN industry, I reiterate our unwavering support for global, royalty-free standards. In accordance with the GS1 ® IP policy, we will continue to provide reciprocal, royalty-free access to our intellectual property necessary to practice the GS1 ® Gen2 protocol. None of the patent claims we asserted today are necessary to practice Gen2.

As one of the founders and leaders of the RAIN industry, Impinj will continue innovating to further advance our market. Our recently announced Impinj M700 is one example of that continued innovation. We will also stand up for what is right. I believe our action today to repudiate IP copying and affirm the importance of fair and lawful competition will ultimately help foster a vibrant RAIN market.

 

LOGO

Chris Diorio

CEO, Impinj, Inc

 

LOGO