Item 8.01. Other Events.
On December 19, 2019, pursuant to that certain purchase agreement, dated as of
December 11, 2019 (the "Purchase Agreement"), with Goldman Sachs & Co. LLC, as
representative of the several initial purchasers named therein (collectively,
the "Initial Purchasers"), pursuant to which the Company previously issued its
2.00% Convertible Senior Notes due 2026 (the "Notes"), the Initial Purchasers
notified the Company of their exercise of their 13-day option to purchase an
additional $11.25 million aggregate principal amount of the Notes (the
"Additional Notes"), as set forth in the Purchase Agreement, and on December 23,
2019, the Company issued and sold the Additional Notes to the Initial
Purchasers.
In connection with the exercise by the Initial Purchasers of their option to
purchase the Additional Notes, on December 19, 2029, the Company entered into
privately negotiated capped call transactions (the "Additional Capped Call
Transactions") with JPMorgan Chase Bank, National Association, Goldman Sachs &
Co. LLC and Morgan Stanley & Co. LLC (the "Option Counterparties"). The
Additional Capped Call Transactions were made on substantially identical terms
as the private negotiated capped call transactions the Company entered into with
the Option Counterparties on December 11, 2019, as described in the Company's
Current Report on Form 8-K dated as of December 11, 2019.
The Additional Capped Call Transactions are separate transactions entered into
by the Company with the Option Counterparties, and are not part of the terms of
the Notes and will not affect any holder's rights under the Notes. Holders of
the Notes will not have any rights with respect to the Additional Capped Call
Transactions.
The foregoing descriptions of the Additional Capped Call Transactions are
qualified in their entirety by the copy of the form of call option transaction
confirmation relating to the Additional Capped Call Transactions, which is
incorporated herein by reference. A copy of the form of call option transaction
confirmation was filed as Exhibit 10.1 to the Company's Current Report on Form
8-K dated as of December 11, 2019.
--------------------------------------------------------------------------------
© Edgar Online, source Glimpses
IMPINJ, INC. 
