Impinj will exchange $56.3 million of 2027 convertible notes for approximately $56.5 million in cash and 188,451 shares, subject to adjustment through September 14. For investors, the stated result is a transaction funded with cash on hand that is expected to leave approximately $1.0 million of the notes outstanding.

Key Highlights

  • Impinj will use cash on hand and issue approximately 188,451 common shares as consideration.
  • The cash and share amounts can change with movements in Impinj’s stock price through September 14.
  • The private Placement is limited to persons believed to be qualified institutional buyers under Rule 144A.

Impinj Inc. (NASDAQ: PI) agreed to exchange $56.3 million of principal on its 1.125% convertible senior notes due 2027. The transaction is expected to leave approximately $1.0 million of those notes outstanding after closing.

Cash, Shares and September Closing

Impinj will provide approximately $56.5 million in cash and approximately 188,451 common shares in the exchange. The consideration is based on the Reference Price, and both amounts remain subject to adjustment through September 14. Changes in the company’s stock price during that period could alter the final cash payment and share issuance. Closings are expected on or about September 16, with cash on hand funding the transaction.

Private Placement Limits Share Issuance

The exchange is structured as a private placement rather than a registered offering. The offering is limited to persons believed to be qualified institutional buyers under Rule 144A, with the company relying on participating holders’ representations regarding that status.