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SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Imprivata Inc.
SEC Filings (Chronological Order)
På denne siden finner du en fullstendig, kronologisk liste over SEC-arkiveringer, med unntak av eierskaps-arkiveringer som vi leverer andre steder.
| February 13, 2017 |
IMPR / Imprivata Inc. / General Catalyst Group II, L.P. - SC 13G/A Passive Investment SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* Imprivata, Inc. (Name of Issuer) Common Stock, $0.00001 par value per share (Title of Class of Securities) 45323j103 (CUSIP Number) December 31, 2016 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate |
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| February 13, 2017 |
EX-99.1 CUSIP No. 45323j103 13G Page 6 of 8 EXHIBIT 1 JOINT FILING AGREEMENT Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, the undersigned hereby agree that only one statement containing the information required by Schedule 13G need be filed with respect to the ownership by each of the undersigned of shares of Imprivata, Inc. EXECUTED this 13th day of February, 2017 GENER |
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| February 13, 2017 |
EX-99.2 3 d235994dex992.htm EX-99.2 CUSIP No. 45323j103 13G Page 8 of 8 EXHIBIT 2 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned hereby constitutes and appoints William J. Fitzgerald, Christopher McCain and Mark Allen, and each of them, with full power to act without the others, his true and lawful attorney-in-fact, with full power of substitution, to sign any and a |
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| September 26, 2016 |
15-12B OMB APPROVAL OMB Number: 3235-0167 Expires: March 31, 2018 Estimated average burden hours per response 1. |
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| September 21, 2016 |
POS AM As filed with the Securities and Exchange Commission on September 21, 2016 Registration No. |
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| September 21, 2016 |
S-8 POS 1 d265447ds8pos.htm S-8 POS As filed with the Securities and Exchange Commission on September 21, 2016 Registration No. 333-197011 Registration No. 333-209605 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST EFFECTIVE AMENDMENTS TO FORM S-8 REGISTRATION STATEMENTS UNDER THE SECURITIES ACT OF 1933 IMPRIVATA, INC. (Exact name of registrant as specified in its char |
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| September 21, 2016 |
S-8 POS As filed with the Securities and Exchange Commission on September 21, 2016 Registration No. |
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| September 16, 2016 |
NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on September 27, 2016, pursuant to the provisions of Rule 12d2-2 (a). |
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| September 16, 2016 |
Thoma Bravo Completes Acquisition of Imprivata EX-99.1 Exhibit 99.1 For Immediate Release Thoma Bravo Completes Acquisition of Imprivata Lexington, MA ? September 16, 2016 ? Imprivata? (NYSE: IMPR) (the ?Company?), the healthcare IT security company, today announced the completion of its acquisition by leading private equity investment firm Thoma Bravo, LLC. Under the terms of the merger agreement, Imprivata shareholders are entitled to receiv |
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| September 16, 2016 |
EX-3.2 Exhibit 3.2 AMENDED & RESTATED BY-LAWS OF IMPRIVATA, INC. A Delaware corporation Adopted as of September 16, 2016 ARTICLE I OFFICES Section 1. Registered Office. The registered office of the corporation in the State of Delaware shall be located at 1209 Orange Street, in the City of Wilmington, County of New Castle, 19801. The registered agent of the corporation for service of process at suc |
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| September 16, 2016 |
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION IMPRIVATA, INC. ARTICLE ONE EX-3.1 2 d259080dex31.htm EX-3.1 Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF IMPRIVATA, INC. ARTICLE ONE The name of the corporation is Imprivata, Inc. (the “Corporation”). ARTICLE TWO The address of the Corporation’s registered office in the State of Delaware is 1209 Orange Street, in the City of Wilmington, County of New Castle, 19801. The name of its registered agent at suc |
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| September 16, 2016 |
8-K 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): September 16, 2016 Imprivata, Inc. (Exact name of registrant as specified in its charter) Delaware 001-36516 04-3560178 (State or other jurisdiction of incorporation) (Commission |
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| September 14, 2016 |
Submission of Matters to a Vote of Security Holders 8-K 1 d259205d8k.htm FORM 8-K 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): September 14, 2016 Imprivata, Inc. (Exact name of registrant as specified in its charter) Delaware 001-36516 04-3560178 (State or other jurisdiction of i |
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| September 12, 2016 |
IMPR / Imprivata Inc. / Wellington Management Group LLP - SEC SCHEDULE 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2 )* Imprivata, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 45323J103 (CUSIP Number) August 31, 2016 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule |
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| September 1, 2016 |
DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? |
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| August 10, 2016 |
DEFM14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| August 2, 2016 |
Imprivata FORM 10-Q (Quarterly Report) 10-Q 1 impr-10q20160630.htm FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2016 Or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commis |
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| July 28, 2016 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a party other than the Registrant ¨ Check the appropriate box: x Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14 |
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| July 22, 2016 |
EX-99.5 Exhibit 99.5 VOTING AGREEMENT THIS VOTING AGREEMENT (this “Agreement”) is made and entered into as of July 13, 2016, by and between Project Brady Holdings, LLC, a Delaware limited liability company (“Parent”), and the undersigned stockholder (“Holder”) of Imprivata, Inc., a Delaware corporation (the “Company”). RECITALS Pursuant to an Agreement and Plan of Merger, dated as of the date here |
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| July 22, 2016 |
EX-99.16 Exhibit 99.16 VOTING AGREEMENT THIS VOTING AGREEMENT (this “Agreement”) is made and entered into as of July 13, 2016, by and between Project Brady Holdings, LLC, a Delaware limited liability company (“Parent”), and the undersigned stockholder (“Holder”) of Imprivata, Inc., a Delaware corporation (the “Company”). RECITALS Pursuant to an Agreement and Plan of Merger, dated as of the date he |
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| July 22, 2016 |
EX-99.13 Exhibit 99.13 VOTING AGREEMENT THIS VOTING AGREEMENT (this “Agreement”) is made and entered into as of July 13, 2016, by and between Project Brady Holdings, LLC, a Delaware limited liability company (“Parent”), and the undersigned stockholder (“Holder”) of Imprivata, Inc., a Delaware corporation (the “Company”). RECITALS Pursuant to an Agreement and Plan of Merger, dated as of the date he |
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| July 22, 2016 |
EX-99.11 Exhibit 99.11 VOTING AGREEMENT THIS VOTING AGREEMENT (this “Agreement”) is made and entered into as of July 13, 2016, by and between Project Brady Holdings, LLC, a Delaware limited liability company (“Parent”), and the undersigned stockholder (“Holder”) of Imprivata, Inc., a Delaware corporation (the “Company”). RECITALS Pursuant to an Agreement and Plan of Merger, dated as of the date he |
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| July 22, 2016 |
EX-99.4 Exhibit 99.4 VOTING AGREEMENT THIS VOTING AGREEMENT (this “Agreement”) is made and entered into as of July 13, 2016, by and between Project Brady Holdings, LLC, a Delaware limited liability company (“Parent”), and the undersigned stockholder (“Holder”) of Imprivata, Inc., a Delaware corporation (the “Company”). RECITALS Pursuant to an Agreement and Plan of Merger, dated as of the date here |
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| July 22, 2016 |
EX-99.10 Exhibit 99.10 VOTING AGREEMENT THIS VOTING AGREEMENT (this “Agreement”) is made and entered into as of July 13, 2016, by and between Project Brady Holdings, LLC, a Delaware limited liability company (“Parent”), and the undersigned stockholder (“Holder”) of Imprivata, Inc., a Delaware corporation (the “Company”). RECITALS Pursuant to an Agreement and Plan of Merger, dated as of the date he |
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| July 22, 2016 |
EX-99.9 Exhibit 99.9 VOTING AGREEMENT THIS VOTING AGREEMENT (this “Agreement”) is made and entered into as of July 13, 2016, by and between Project Brady Holdings, LLC, a Delaware limited liability company (“Parent”), and the undersigned stockholder (“Holder”) of Imprivata, Inc., a Delaware corporation (the “Company”). RECITALS Pursuant to an Agreement and Plan of Merger, dated as of the date here |
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| July 22, 2016 |
EX-99.6 7 d334136dex996.htm EX-99.6 Exhibit 99.6 VOTING AGREEMENT THIS VOTING AGREEMENT (this “Agreement”) is made and entered into as of July 13, 2016, by and between Project Brady Holdings, LLC, a Delaware limited liability company (“Parent”), and the undersigned stockholder (“Holder”) of Imprivata, Inc., a Delaware corporation (the “Company”). RECITALS Pursuant to an Agreement and Plan of Merge |
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| July 22, 2016 |
Thoma Bravo 600 Montgomery Street, 20th Floor San Francisco, CA 94111 July 13, 2016 EX-99.2 Exhibit 99.2 Execution Version Thoma Bravo 600 Montgomery Street, 20th Floor San Francisco, CA 94111 July 13, 2016 Project Brady Holdings, LLC c/o Thoma Bravo, LLC 600 Montgomery Street, 20th Floor San Francisco, CA 94111 Re: Equity Financing Commitment Ladies and Gentlemen: This letter agreement (this “Agreement”) sets forth the commitment of Thoma Bravo Fund XII, L.P., a Delaware limited |
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| July 22, 2016 |
EX-99.17 Exhibit 99.17 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby (i) agree to the joint filing with all other Reporting Persons (as such term is defined in the statement on Schedule 13D described below) of a statement on Schedule 13D (including amendments thereto) with respect to the Common Stock, par va |
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| July 22, 2016 |
EX-99.15 Exhibit 99.15 VOTING AGREEMENT THIS VOTING AGREEMENT (this “Agreement”) is made and entered into as of July 13, 2016, by and between Project Brady Holdings, LLC, a Delaware limited liability company (“Parent”), and the undersigned stockholder (“Holder”) of Imprivata, Inc., a Delaware corporation (the “Company”). RECITALS Pursuant to an Agreement and Plan of Merger, dated as of the date he |
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| July 22, 2016 |
EX-99.14 15 d334136dex9914.htm EX-99.14 Exhibit 99.14 VOTING AGREEMENT THIS VOTING AGREEMENT (this “Agreement”) is made and entered into as of July 13, 2016, by and between Project Brady Holdings, LLC, a Delaware limited liability company (“Parent”), and the undersigned stockholder (“Holder”) of Imprivata, Inc., a Delaware corporation (the “Company”). RECITALS Pursuant to an Agreement and Plan of |
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| July 22, 2016 |
EX-99.1 Exhibit 99.1 AGREEMENT AND PLAN OF MERGER BY AND AMONG IMPRIVATA, INC., PROJECT BRADY MERGER SUB, INC. AND PROJECT BRADY HOLDINGS, LLC DATED AS OF JULY 13, 2016 The Agreement and Plan of Merger (the “Agreement”) contains representations, warranties and covenants that were made only for purposes of the Agreement and as of specific dates; were solely for the benefit of the parties to the Agr |
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| July 22, 2016 |
EX-99.12 13 d334136dex9912.htm EX-99.12 Exhibit 99.12 VOTING AGREEMENT THIS VOTING AGREEMENT (this “Agreement”) is made and entered into as of July 13, 2016, by and between Project Brady Holdings, LLC, a Delaware limited liability company (“Parent”), and the undersigned stockholder (“Holder”) of Imprivata, Inc., a Delaware corporation (the “Company”). RECITALS Pursuant to an Agreement and Plan of |
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| July 22, 2016 |
EX-99.3 4 d334136dex993.htm EX-99.3 Exhibit 99.3 VOTING AGREEMENT THIS VOTING AGREEMENT (this “Agreement”) is made and entered into as of July 13, 2016, by and between Project Brady Holdings, LLC, a Delaware limited liability company (“Parent”), and the undersigned stockholder (“Holder”) of Imprivata, Inc., a Delaware corporation (the “Company”). RECITALS Pursuant to an Agreement and Plan of Merge |
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| July 22, 2016 |
EX-99.7 8 d334136dex997.htm EX-99.7 Exhibit 99.7 VOTING AGREEMENT THIS VOTING AGREEMENT (this “Agreement”) is made and entered into as of July 13, 2016, by and between Project Brady Holdings, LLC, a Delaware limited liability company (“Parent”), and the undersigned stockholder (“Holder”) of Imprivata, Inc., a Delaware corporation (the “Company”). RECITALS Pursuant to an Agreement and Plan of Merge |
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| July 22, 2016 |
IMPR / Imprivata Inc. / THOMA BRAVO FUND XII, L.P. - SC 13D Activist Investment SC 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 IMPRIVATA, INC. |
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| July 22, 2016 |
EX-99.8 Exhibit 99.8 VOTING AGREEMENT THIS VOTING AGREEMENT (this “Agreement”) is made and entered into as of July 13, 2016, by and between Project Brady Holdings, LLC, a Delaware limited liability company (“Parent”), and the undersigned stockholder (“Holder”) of Imprivata, Inc., a Delaware corporation (the “Company”). RECITALS Pursuant to an Agreement and Plan of Merger, dated as of the date here |
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| July 13, 2016 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive |
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| July 13, 2016 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events Form 8-K 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): July 13, 2016 IMPRIVATA, INC. (Exact name of Registrant as specified in its charter) Delaware 001-36516 04-3560178 (State or other Jurisdiction of Incorporation) (Commission |
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| July 13, 2016 |
EX-99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE IMPRIVATA AGREES TO BE ACQUIRED BY THOMA BRAVO Thoma Bravo to pay $19.25 per share, representing a 33% premium to Imprivata?s stock price Transaction valued at approximately $544 million San Francisco, CA and Lexington, MA ? July 13, 2016 ? Imprivata? (NYSE: IMPR), the healthcare IT security company, announced that it has entered into a definitive agreeme |
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| July 13, 2016 |
EX-2.1 2 d214605dex21.htm EX-2.1 Exhibit 2.1 AGREEMENT AND PLAN OF MERGER BY AND AMONG IMPRIVATA, INC., PROJECT BRADY MERGER SUB, INC. AND PROJECT BRADY HOLDINGS, LLC DATED AS OF JULY 13, 2016 The Agreement and Plan of Merger (the “Agreement”) contains representations, warranties and covenants that were made only for purposes of the Agreement and as of specific dates; were solely for the benefit o |
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| July 13, 2016 |
DEFA14A 1 d214605d8k.htm FORM 8-K 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): July 13, 2016 IMPRIVATA, INC. (Exact name of Registrant as specified in its charter) Delaware 001-36516 04-3560178 (State or other Jurisdiction of In |
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| July 13, 2016 |
EX-2.1 Exhibit 2.1 AGREEMENT AND PLAN OF MERGER BY AND AMONG IMPRIVATA, INC., PROJECT BRADY MERGER SUB, INC. AND PROJECT BRADY HOLDINGS, LLC DATED AS OF JULY 13, 2016 The Agreement and Plan of Merger (the ?Agreement?) contains representations, warranties and covenants that were made only for purposes of the Agreement and as of specific dates; were solely for the benefit of the parties to the Agree |
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| July 13, 2016 |
EX-99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE IMPRIVATA AGREES TO BE ACQUIRED BY THOMA BRAVO Thoma Bravo to pay $19.25 per share, representing a 33% premium to Imprivata?s stock price Transaction valued at approximately $544 million San Francisco, CA and Lexington, MA ? July 13, 2016 ? Imprivata? (NYSE: IMPR), the healthcare IT security company, announced that it has entered into a definitive agreeme |
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| June 21, 2016 |
8-K 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 15, 2016 IMPRIVATA, INC. (Exact name of registrant as specified in its charter) DELAWARE 001-36516 04-3560178 (State or other jurisdiction of incorporation) (Commission File |
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| June 21, 2016 |
EX-10.1 2 d215922dex101.htm EX-10.1 Exhibit 10.1 June 15, 2016 BY HAND AND EMAIL Thomas Brigiotta Re: Transitional Services and Separation Agreement Dear Tom: This confirms the details relating to the ending of your employment at Imprivata, Inc. (“Imprivata” or the “Company”). The Company sincerely appreciates your contributions over the years and would like to make this transition as smooth as po |
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| June 3, 2016 |
Imprivata Announces Sales Leadership Transition EX-99.1 Exhibit 99.1 Imprivata Announces Sales Leadership Transition LEXINGTON, Mass.?(BUSINESS WIRE)?Imprivata? (NYSE: IMPR), the healthcare IT security company, announced today that Thomas Brigiotta, Senior VP, Worldwide Sales, has notified the company that he has accepted an offer for a senior role at a private company. Mr. Brigiotta will continue to serve in his current role through August 5, |
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| June 3, 2016 |
Form 8-K 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): May 27, 2016 IMPRIVATA, INC. (Exact name of registrant as specified in its charter) DELAWARE 001-36516 04-3560178 (State or other jurisdiction of incorporation) (Commission F |
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| May 16, 2016 |
Submission of Matters to a Vote of Security Holders 8-K 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): May 12, 2016 (May 12, 2016) IMPRIVATA, INC. (Exact name of registrant as specified in its charter) DELAWARE 001-36516 04-3560178 (State or other jurisdiction of incorporation) (Co |
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| May 6, 2016 |
Imprivata 10-Q (Quarterly Report) 10-Q 1 impr-10q20160331.htm 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2016 Or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission |
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| May 6, 2016 |
Imprivata, Inc. Monadnock Building 685 Market Street Table of Contents Exhibit 10.2 Brookfield Imprivata, Inc. Monadnock Building 685 Market Street Table of Contents 1. BASIC LEASE PROVISIONS 1 2. PROJECT 2 3. TERM 4 4. RENT 5 5. USE & OCCUPANCY 7 6. SERVICES & UTILITIES 8 7. REPAIRS 10 8. ALTERATIONS 10 9. INSURANCE 12 10. DAMAGE OR DESTRUCTION 13 11. INDEMNITY 14 12. CONDEMNATION 14 13. TENANT TRANSFERS 15 14. LANDLORD TRANSFERS 16 15. DEFAULT AND REMEDIES 17 16. L |
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| May 6, 2016 |
SEVENTH LOAN MODIFICATION AGREEMENT Exhibit 10.1 SEVENTH LOAN MODIFICATION AGREEMENT This Seventh Loan Modification Agreement (this “Loan Modification Agreement”) is entered into as of 4/20 , 2016, by and between SILICON VALLEY BANK, a California corporation, with its principal place of business at 3003 Tasman Drive, Santa Clara, California 95054 and with a loan production office located at 275 Grove Street, Suite 2-200, Newton, Mas |
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| May 3, 2016 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 8-K 1 d178085d8k.htm FORM 8-K 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): May 3, 2016 Imprivata, Inc. (Exact Name of Company as Specified in Charter) Delaware 001-36516 04-3560178 (State or Other Jurisdiction of Incorporation) |
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| May 3, 2016 |
Imprivata Announces First Quarter 2016 Financial Results, Revenue Growth of 23% EX-99.1 Exhibit 99.1 Imprivata Announces First Quarter 2016 Financial Results, Revenue Growth of 23% Highlights ? Revenue of $31.5 million, year over year growth of 23% ? Adjusted EBITDA loss of $4.5 million ? Full year Adjusted EBITDA guidance range improved to $(10.5)-(8.9)m ? Full year revenue guidance range maintained at $136-140m Lexington, Mass. ? (BUSINESS WIRE) ? May 3, 2016 ? Imprivata? ( |
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| April 15, 2016 |
DEF 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| March 2, 2016 |
Imprivata 10-K (Annual Report) impr-10k20151231.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark one) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2015 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001- |
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| March 2, 2016 |
EX-10.9 2 impr-ex109815.htm EX-10.9 Exhibit 10.9 NINTH AMENDMENT THIS NINTH AMENDMENT (the "Ninth Amendment") is made and entered into as of the 19th day of November, 2015 (the "Execution Date"), by and between NORMANDYLEXINGTON ACQUISITION, LLC, a Delaware limited liability company ("Landlord"), and IMPRIVATA, INC., a Delaware corporation ("Tenant"). RECITALS A. Landlord and Tenant are parties to |
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| March 2, 2016 |
Subsidiaries of the Registrant Exhibit 21.1 Subsidiaries of the Registrant The following sets forth the Registrant’s subsidiaries: Country Subsidiary England Imprivata UK Limited United States Imprivata International, Inc., a Delaware corporation United States Imprivata Securities Corporation, a Massachusetts corporation Australia Imprivata Australia Pty. Ltd. |
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| February 26, 2016 |
Form 8-K 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): February 24, 2016 Imprivata, Inc. (Exact Name of Company as Specified in Charter) Delaware 001-36516 04-3560178 (State or Other Jurisdiction of Incorporation) (Commission Fil |
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| February 26, 2016 |
Exhibit 24.1 LIMITED POWER OF ATTORNEY The undersigned hereby constitutes and appoints each of John Milton, Jeffrey Kowalski and Jeffrey Kalowski, signing singly, and with full power of substitution, the undersigned's true and lawful attorney-in-fact to: (1) execute for and on behalf of the undersigned, in the undersigned's capacity as an officer and/or director of Imprivata, Inc. (the "Company"), |
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| February 19, 2016 |
S-8 As filed with the U.S. Securities and Exchange Commission on February 19, 2016 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 IMPRIVATA, INC. (Exact name of registrant as specified in its charter) Delaware 04-3560178 (State or other jurisdiction of incorporation or organization) (I.R |
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| February 17, 2016 |
AGREEMENT REGARDING THE JOINT FILING OF SCHEDULE 13D EX-99.A CUSIP No. 45323J103 Exhibit A AGREEMENT REGARDING THE JOINT FILING OF SCHEDULE 13D The undersigned, being duly authorized thereunto, hereby execute this agreement as an exhibit to this Schedule 13D to evidence the agreement of the below-named parties, in accordance with the rules promulgated pursuant to the Securities Exchange Act of 1934, to file this Schedule jointly on behalf of each su |
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| February 17, 2016 |
EX-99.C 4 d120147dex99c.htm EX-99.C Exhibit C POWER OF ATTORNEY The undersigned (the “Reporting Person”) hereby constitutes and appoints Mary Blair, signing singly, with full power of substitution, as the Reporting Person’s true and lawful attorney in fact to: (1) prepare, execute in the Reporting Person’s name and on the Reporting Person’s behalf, and submit to the U.S. Securities and Exchange Co |
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| February 17, 2016 |
IMPR / Imprivata Inc. / POLARIS VENTURE PARTNERS III LP - SC 13D/A Activist Investment SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* IMPRIVATA, INC. (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securities) 45323J103 (CUSIP Number) Polaris Partners One Marina Park Drive, 10th Floor Boston, MA 02210 Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, |
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| February 17, 2016 |
EX-99.D Exhibit D POWER OF ATTORNEY The undersigned (the “Reporting Person”) hereby constitutes and appoints Mary Blair, signing singly, with full power of substitution, as the Reporting Person’s true and lawful attorney in fact to: (1) prepare, execute in the Reporting Person’s name and on the Reporting Person’s behalf, and submit to the U.S. Securities and Exchange Commission (the “SEC”) a Form |
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| February 17, 2016 |
EX-99.B Exhibit B POWER OF ATTORNEY The undersigned (the “Reporting Person”) hereby constitutes and appoints Mary Blair, signing singly, with full power of substitution, as the Reporting Person’s true and lawful attorney in fact to: (1) prepare, execute in the Reporting Person’s name and on the Reporting Person’s behalf, and submit to the U.S. Securities and Exchange Commission (the “SEC”) a Form |
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| February 16, 2016 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): February 16, 2016 Imprivata, Inc. (Exact Name of Company as Specified in Charter) Delaware 001-36516 04-3560178 (State or Other Jurisdiction of Incorporation) (Commission File Number) |
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| February 16, 2016 |
IMPR / Imprivata Inc. / Highland Management Partners VI, Inc. - SC 13G/A Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Imprivata, Inc. (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securities) 45323J 10 3 (CUSIP Number) December 31, 2015 Date of Event Which Requires Filing of the Statement Check the appropriate box to designate the rule pursuant to w |
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| February 16, 2016 |
Imprivata Announces Fourth Quarter 2015 Financial Results, Revenue Growth of 18% EX-99.1 Exhibit 99.1 Imprivata Announces Fourth Quarter 2015 Financial Results, Revenue Growth of 18% Highlights ? Revenue of $34.2 million ? Adjusted EBITDA loss of $1.3 million ? Cash Flow from Operations of $1.5 million ? Net loss per share: $0.15 GAAP; $0.09 non-GAAP Lexington, Mass. ? (BUSINESS WIRE) ? February 16, 2016 ? Imprivata? (NYSE: IMPR), the healthcare IT security company, today anno |
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| February 16, 2016 |
IMPR / Imprivata Inc. / Flynn James E Passive Investment SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b)(c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No. |
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| February 11, 2016 |
IMPR / Imprivata Inc. / Wellington Management Group LLP - SEC SCHEDULE 13G Passive Investment SC 13G/A 1 SEC13GFiling.htm SEC SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1 )* Imprivata, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 45323J103 (CUSIP Number) December 31, 2015 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to des |
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| February 10, 2016 |
EX-99.3 CUSIP No. 45323j103 13G Page 1 7 of 17 Exhibit 3 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned hereby constitutes and appoints William J. Fitzgerald, Christopher McCain and Mark Allen, and each of them, with full power to act without the others, his true and lawful attorney-in-fact, with full power of substitution, to sign any and all instruments, certifica |
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| February 10, 2016 |
IMPR / Imprivata Inc. / General Catalyst Group II, L.P. - SC 13G/A Passive Investment SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Imprivata, Inc. (Name of Issuer) Common Stock, $0.00001 par value per share (Title of Class of Securities) 45323j103 (CUSIP Number) December 31, 2015 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate |
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| February 10, 2016 |
EX-99.2 CUSIP No. 45323j103 13G Page 1 6 of 17 Exhibit 2 MEMBERS OF THE GROUP General Catalyst Group II, L.P. GC Entrepreneurs Fund II, L.P. |
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| February 10, 2016 |
EX-99.1 CUSIP No. 45323j103 13G Page 1 4 of 17 Exhibit 1 JOINT FILING AGREEMENT Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, the undersigned hereby agree that only one statement containing the information required by Schedule 13G need be filed with respect to the ownership by each of the undersigned of shares of Imprivata, Inc. EXECUTED this 10th day of February, 2016 GE |
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| February 9, 2016 |
IMPR / Imprivata Inc. / VANGUARD EXPLORER FUND Passive Investment imprivatainc.htm - Generated by SEC Publisher for SEC Filing SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.:0)* Name of issuer: Imprivata Inc Title of Class of Securities: Common Stock CUSIP Number: 45323J103 Date of Event Which Requires Filing of this Statement: December 31, 2015 Check the appropriate box to designat |
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| November 10, 2015 |
IMPR / Imprivata Inc. / Wellington Management Group LLP - SEC SCHEDULE 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Imprivata, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 45323J103 (CUSIP Number) October 30, 2015 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule |
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| November 6, 2015 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2015 Or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-36516 IMPRIV |
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| November 2, 2015 |
Imprivata 8-K (Current Report/Significant Event) 8-K 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): November 2, 2015 Imprivata, Inc. (Exact Name of Company as Specified in Charter) Delaware 001-36516 04-3560178 (State or Other Jurisdiction of Incorporation) (Commission File Numb |
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| November 2, 2015 |
Imprivata Announces Third Quarter 2015 Financial Results, Revenue Growth of 16% EX-99.1 Exhibit 99.1 Imprivata Announces Third Quarter 2015 Financial Results, Revenue Growth of 16% Highlights ? Revenue of $29.3 million ? Adjusted EBITDA loss of $4.3 million ? Net loss per share: $0.29 GAAP; $0.22 non-GAAP Lexington, Mass. ? (BUSINESS WIRE) ? November 2, 2015 ? Imprivata? (NYSE: IMPR), the healthcare IT security company, today announced financial results for three and nine mon |
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| October 14, 2015 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): October 14, 2015 Imprivata, Inc. (Exact Name of Company as Specified in Charter) Delaware 001-36516 04-3560178 (State or Other Jurisdiction of Incorporation) (Commission File Number) |
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| October 14, 2015 |
EX-99.1 Exhibit 99.1 Imprivata Announces Preliminary Third Quarter 2015 Financial Results, and Schedules Financial Results Conference Call Lexington, Mass. ? (BUSINESS WIRE) ? October 14, 2015 ? Imprivata? (NYSE: IMPR), the healthcare IT security company, today announced preliminary results for three months ended September 30, 2015. Preliminary Third Quarter 2015 Results Revenues $28.9m-$29.2m Adj |
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| August 11, 2015 |
IMPR / Imprivata Inc. / Flynn James E Passive Investment SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b)(c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No. |
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| August 6, 2015 |
Imprivata, Inc. 4,566,666 Shares of Common Stock Underwriting Agreement EX-1.1 Exhibit 1.1 Imprivata, Inc. 4,566,666 Shares of Common Stock Underwriting Agreement August 5, 2015 J.P. Morgan Securities LLC Barclays Capital Inc. Piper Jaffray & Co. As Representatives of the several Underwriters listed in Schedule 1 hereto c/o J.P. Morgan Securities LLC 383 Madison Avenue New York, New York 10179 c/o Barclays Capital Inc. 745 Seventh Avenue New York, New York 10019 c/o P |
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| August 6, 2015 |
EX-99.1 Exhibit 99.1 Item 14. Other Expenses of Issuance and Distribution The expenses to be paid by Imprivata, Inc. (the ?Company?) in connection with the offering and sale of the Company?s common stock pursuant to the Company?s registration statement, File No. 333-205399 (the ?Registration Statement?), other than underwriting discounts and commissions, are set forth in the following table. All a |
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| August 6, 2015 |
Imprivata Announces Pricing of Offering of Common Stock by Selling Stockholders EX-99.3 Exhibit 99.3 Imprivata Announces Pricing of Offering of Common Stock by Selling Stockholders Lexington, Mass.?August 5, 2015?Imprivata?, (NYSE: IMPR), the healthcare IT security company, today announced the pricing of the previously announced underwritten public offering of 4,566,666 shares of its common stock by existing stockholders as identified in the prospectus supplement relating to |
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| August 6, 2015 |
Imprivata 8-K (Current Report/Significant Event) 8-K 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): August 3, 2015 IMPRIVATA, INC. (Exact name of registrant as specified in its charter) DELAWARE 001-36516 04-3560178 (State or other jurisdiction of incorporation) (Commission File |
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| August 6, 2015 |
Imprivata Announces Proposed Public Offering of Common Stock by Selling Stockholders EX-99.2 Exhibit 99.2 Imprivata Announces Proposed Public Offering of Common Stock by Selling Stockholders Lexington, Mass.?August 3, 2015?Imprivata?, (NYSE: IMPR), the healthcare IT security company, today announced it has commenced an underwritten public offering of up to 4,350,000 shares of its common stock held by existing stockholders as identified in the prospectus supplement relating to the |
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| August 6, 2015 |
424B7 1 d87953d424b7.htm 424B7 Table of Contents Filed Pursuant to Rule 424(b)(7) Registration No. 333-205399 Prospectus Supplement (To prospectus dated July 1, 2015) 4,566,666 shares Common stock The selling stockholders are offering 4,566,666 shares of our common stock. Our common stock is listed on the New York Stock Exchange under the symbol “IMPR.” On July 31, 2015, the closing price for our |
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| August 3, 2015 |
Subject to completion, August 3, 2015 Filed Pursuant to Rule 424(b)(7) Table of Contents Filed Pursuant to Rule 424(b)(7) Registration No. |
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| July 31, 2015 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2015 Or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001 |
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| July 31, 2015 |
Exhibit 10.20 Execution Version SECURITIES PURCHASE AGREEMENT by and among IMPRIVATA, INC., the SELLING MEMBERS of HT SYSTEMS, LLC, HT SYSTEMS, LLC (solely with respect to the obligations contained in Section 8.3 herein) and David Wiener as the SELLERS REPRESENTATIVE TABLE OF CONTENTS Page ARTICLE 1 PURCHASE AND SALE 1 1.1 Membership Units 1 1.2 Purchase Price 1 1.3 Retention Payment 2 1.4 Earnout |
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| July 29, 2015 |
Imprivata FORM 8-K (Current Report/Significant Event) Form 8-K 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): July 29, 2015 Imprivata, Inc. (Exact Name of Company as Specified in Charter) Delaware 001-36516 04-3560178 (State or Other Jurisdiction of Incorporation) (Commission File Nu |
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| July 29, 2015 |
Imprivata Achieves Record Revenue of $30.0 Million for the Second Quarter of 2015 EX-99.1 2 d82327dex991.htm EX-99.1 Exhibit 99.1 Imprivata Achieves Record Revenue of $30.0 Million for the Second Quarter of 2015 Highlights • Revenue of $30.0 million • Adjusted EBITDA loss of $2.2 million • Net loss per share: $(0.22) GAAP; $(0.15) non-GAAP • Completed HT Systems Acquisition on April 30, 2015 Lexington, Mass. — (BUSINESS WIRE) — July 29, 2015 — Imprivata® (NYSE: IMPR), a leading |
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| July 10, 2015 |
Correspondence IMPRIVATA, INC. 10 Maguire Road Lexington, Massachusetts 02421 July 10, 2015 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: Imprivata, Inc. Acceleration Request for Registration Statement on Form S-3 File No. 333-205399 Dear Ms. Jacobs: Pursuant to Rule 461 under the Securities Act of 1933, as |
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| July 1, 2015 |
S-3 Table of Contents As filed with the Securities and Exchange Commission on July 1, 2015. |
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| May 15, 2015 |
Submission of Matters to a Vote of Security Holders 8-K 1 d927540d8k.htm FORM 8-K 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): May 15, 2015 (May 12, 2015) IMPRIVATA, INC. (Exact name of registrant as specified in its charter) DELAWARE 001-36516 04-3560178 (State or other jurisdic |
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| May 8, 2015 |
SIXTH LOAN MODIFICATION AGREEMENT Exhibit 10.9 SIXTH LOAN MODIFICATION AGREEMENT This Sixth Loan Modification Agreement (this “Loan Modification Agreement”) is entered into as of April 28, 2015, and, with respect to the modification of the definition of Revolving Line Maturity Date only, is effective as of April 27, 2015, by and between SILICON VALLEY BANK, a California corporation, with its principal place of business at 3003 Tas |
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| May 8, 2015 |
Exhibit 10.7 EIGHTH AMENDMENT THIS EIGHTH AMENDMENT(the “Eighth Amendment”) is made and entered into as of the 16th day of January 2015 (the “Execution Date”), by and between NORMANDY LEXINGTON ACQUISITION, LLC, a Delaware limited liability company (“Landlord”), and IMPRIVATA, INC., a Delaware corporation (“Tenant”). RECITALS A. Landlord and Tenant are parties to that certain office lease agreemen |
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| May 8, 2015 |
FIFTH LOAN MODIFICATION AGREEMENT Exhibit 10.8 FIFTH LOAN MODIFICATION AGREEMENT This Fifth Loan Modification Agreement (this “Loan Modification Agreement”) is entered into as of February 19, 2015, by and between SILICON VALLEY BANK, a California corporation, with its principal place of business at 3003 Tasman Drive, Santa Clara, California 95054 and with a loan production office located at 275 Grove Street, Suite 2-200, Newton, M |
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| May 8, 2015 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2015 Or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 00 |
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| May 4, 2015 |
Exhibit 99.1 Exhibit 99.1 Imprivata Acquires HT Systems to Expand its Authentication and Access Management Platform to Patients Biometric Patient Identification System Improves Patient Engagement and Safety, Reduces Enrollment Time, Eliminates Duplicate Medical Records, and Prevents Identity Theft and Insurance Fraud Lexington, Mass.?April 30, 2015?Imprivata?, (NYSE: IMPR), the healthcare IT secur |
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| May 4, 2015 |
Imprivata FORM 8-K (Current Report/Significant Event) Form 8-K 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): May 4, 2015 (April 27, 2015) Imprivata, Inc. (Exact Name of Company as Specified in Charter) Delaware 001-36516 04-3560178 (State or Other Jurisdiction of Incorporation) (Com |
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| May 4, 2015 |
Imprivata Achieves Revenue Growth of 32% for the First Quarter of 2015 and Raises Annual Guidance Exhibit 99.2 Exhibit 99.2 Imprivata Achieves Revenue Growth of 32% for the First Quarter of 2015 and Raises Annual Guidance Lexington, Mass. ? (BUSINESS WIRE) ? May 4, 2015 ? Imprivata? (NYSE: IMPR), the healthcare IT security company, today announced financial results for the first quarter of fiscal 2015. Revenues for the first quarter of 2015 were $25.6 million, an increase of 32% from revenues |
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| April 17, 2015 |
Imprivata DEFINITIVE PROXY STATEMENT Definitive Proxy Statement Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| March 11, 2015 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K 10-K 1 d847207d10k.htm FORM 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark one) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2014 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from |
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| March 11, 2015 |
Subsidiaries of the Registrant EX-21.1 Exhibit 21.1 Subsidiaries of the Registrant The following sets forth the Registrant’s subsidiaries: Country Subsidiary England Imprivata UK Limited United States Imprivata International, Inc., a Delaware corporation United States Imprivata Securities Corporation, a Massachusetts corporation |
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| March 11, 2015 |
AMENDMENT NO. 1 TO IMPRIVATA, INC. 2014 EMPLOYEE STOCK PURCHASE PLAN Exhibit 10.19 AMENDMENT NO. 1 TO IMPRIVATA, INC. 2014 EMPLOYEE STOCK PURCHASE PLAN Pursuant to Section 18 of the Imprivata, Inc. 2014 Employee Stock Purchase Plan (the ?Plan?), the Plan is hereby amended as follows: 1. The first paragraph of Section 8 is hereby deleted and replaced in its entirety with the following: ?On each Offering Date, the Company will grant to each eligible employee who is t |
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| February 24, 2015 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): February 24, 2015 Imprivata, Inc. (Exact Name of Company as Specified in Charter) Delaware 001-36516 04-3560178 (State or Other Jurisdiction of Incorporation) (Commission File Number) |
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| February 24, 2015 |
EX-99.1 Exhibit 99.1 Imprivata Achieves Record Fourth Quarter, Full-Year Revenues Revenue Growth of 34% for the Fourth Quarter, 36% for the Full-Year Highlights: • Q4 2014 Financial Results • Revenue: $29.0 million • Net loss per share: $(0.07) GAAP; $(0.04) non-GAAP • Full Year 2014 Financial Results • Revenue: $97.0 million • Net loss per share: $(1.37) GAAP; $(1.08) non-GAAP Lexington, Mass. — |
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| February 17, 2015 |
AGREEMENT REGARDING THE JOINT FILING OF SCHEDULE 13D EX-99.A CUSIP No. 45323J103 Exhibit A AGREEMENT REGARDING THE JOINT FILING OF SCHEDULE 13D The undersigned, being duly authorized thereunto, hereby execute this agreement as an exhibit to this Schedule 13D to evidence the agreement of the below-named parties, in accordance with the rules promulgated pursuant to the Securities Exchange Act of 1934, to file this Schedule jointly on behalf of each su |
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| February 17, 2015 |
IMPR / Imprivata Inc. / POLARIS VENTURE PARTNERS III LP - SC 13D Activist Investment SC 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* IMPRIVATA, INC. (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securities) 45323J103 (CUSIP Number) Polaris Partners 1000 Winter Street, Suite 3350 Waltham, MA 02451 Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP |
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| February 13, 2015 |
IMPR / Imprivata Inc. / General Catalyst Group II, L.P. - SC 13G Passive Investment SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Imprivata, Inc. (Name of Issuer) Common Stock, $0.00001 par value per share (Title of Class of Securities) 45323j103 (CUSIP Number) December 31, 2014 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the |
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| February 13, 2015 |
EX-99.3 CUSIP No. 45323j103 13G EXHIBIT 3 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned hereby constitutes and appoints William J. Fitzgerald, Christopher McCain and Mark Allen, and each of them, with full power to act without the others, his true and lawful attorney-in-fact, with full power of substitution, to sign any and all instruments, certificates and documen |
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| February 13, 2015 |
EX-99.1 CUSIP No. 45323j103 13G EXHIBIT 1 JOINT FILING AGREEMENT Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, the undersigned hereby agree that only one statement containing the information required by Schedule 13G need be filed with respect to the ownership by each of the undersigned of shares of Imprivata, Inc. EXECUTED this 12th day of February, 2015 GENERAL CATALYST |
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| February 13, 2015 |
EX-99.2 3 d873071dex992.htm EX-99.2 CUSIP No. 45323j103 13G EXHIBIT 2 MEMBERS OF THE GROUP General Catalyst Group II, L.P. GC Entrepreneurs Fund II, L.P. |
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| February 13, 2015 |
IMPR / Imprivata Inc. / Highland Management Partners VI, Inc. - SC 13G/A Passive Investment SC 13G/A 1 a15-44621sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Imprivata, Inc. (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securities) 45323J 10 3 (CUSIP Number) December 31, 2014 Date of Event Which Requires Filing of the Statement Check the appropriate |
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| November 7, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2014 Or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file numbe |
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| November 3, 2014 |
EX-99.1 Exhibit 99.1 Imprivata, Inc. Reports Third Quarter 2014 Financial Results Imprivata achieves record revenues of $25.3 million, a 41% increase over the comparable period of 2013, and increases annual revenue guidance. Lexington, Mass. — (BUSINESS WIRE) — November 3, 2014 — Imprivata® (NYSE: IMPR), a leading provider of authentication and access management solutions for the healthcare indust |
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| November 3, 2014 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 8-K 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): November 3, 2014 Imprivata, Inc. (Exact Name of Company as Specified in Charter) Delaware 001-36516 04-3560178 (State or Other Jurisdiction of Incorporation) (Commission File Numb |
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| August 8, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Form 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| August 4, 2014 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 8-K 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): August 4, 2014 Imprivata, Inc. (Exact Name of Company as Specified in Charter) Delaware 001-36516 04-3560178 (State or Other Jurisdiction of Incorporation) (Commission File Number |
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| August 4, 2014 |
Imprivata, Inc. Reports Second Quarter 2014 Financial Results EX-99.1 2 d768479dex991.htm EX-99.1 Exhibit 99.1 Imprivata, Inc. Reports Second Quarter 2014 Financial Results Key Accomplishments: • Successfully completed an initial public offering of our common stock. Imprivata sold 5.75 million shares for net proceeds of $80.2 million, excluding offering expenses. • Revenues for the second quarter were $23.2 million, a 34% increase from the same period in 201 |
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| June 25, 2014 |
424B4 1 d650154d424b4.htm 424B4 Table of Contents Filed Pursuant to Rule 424(b)(4) Registration No. 333-194921 Prospectus 5,000,000 shares Common stock This is the initial public offering of shares of common stock by Imprivata, Inc. We are selling 5,000,000 shares of our common stock. Prior to this offering, there has been no public market for our common stock. The initial public offering price pe |
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| June 25, 2014 |
S-8 1 d747843ds8.htm S-8 As filed with the U.S. Securities and Exchange Commission on June 25, 2014 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 IMPRIVATA, INC. (Exact name of registrant as specified in its charter) Delaware 04-3560178 (State or other jurisdiction of incorporation or o |
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| June 23, 2014 |
Form 8-A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 Imprivata, Inc. (Exact name of registrant as specified in its charter) Delaware 04-3560178 (State of incorporation or organization) (I.R.S. Employer Identification No.) 10 Maguire Road, Bu |
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| June 20, 2014 |
Acceleration Request (Underwriter) J.P. Morgan Securities LLC 383 Madison Avenue New York, New York 10179 June 20, 2014 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: Imprivata, Inc. Registration Statement on Form S-1 File No. 333-194921 Ladies and Gentlemen: Pursuant to Rule 461 promulgated under the Securities Act of 193 |
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| June 20, 2014 |
Acceleration Request (Company) Imprivata, Inc. 10 Maguire Road, Building 1, Suite 125 Lexington, MA 02421 VIA EDGAR June 20, 2014 United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, DC 20549-4720 Attention: Maryse Mills-Apenteng, Special Counsel Gabriel Eckstein, Staff Attorney Barbara C. Jacobs, Assistant Director Re: Imprivata, Inc. Acc |
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| June 11, 2014 |
FIFTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION IMPRIVATA, INC. Exhibit 3.2 FIFTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF IMPRIVATA, INC. Imprivata, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), hereby certifies as follows: 1. The name of the Corporation is Imprivata, Inc. The date of the filing of its original Certificate of Incorporation with the Secretary of State of the State of Delawar |
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| June 11, 2014 |
EX-10.15 16 d650154dex1015.htm EX-10.15 Exhibit 10.15 EMPLOYMENT AGREEMENT This Employment Agreement (“Agreement”) is made as of the 30th day of April, 2014 (the “Effective Date”) by and between Imprivata, Inc., a Delaware corporation (the “Company”), and Jeffrey Kalowski (the “Executive”). 1. Employment Term; Position. The Company and the Executive desire to continue their employment relationship |
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| June 11, 2014 |
IMPRIVATA, INC. SENIOR EXECUTIVE CASH INCENTIVE BONUS PLAN EX-10.3 Exhibit 10.3 IMPRIVATA, INC. SENIOR EXECUTIVE CASH INCENTIVE BONUS PLAN 1. Purpose This Senior Executive Cash Incentive Bonus Plan (the “Incentive Plan”) is intended to provide an incentive for superior work and to motivate eligible executives of Imprivata, Inc. (the “Company”) and its subsidiaries toward even higher achievement and business results, to tie their goals and interests to tho |
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| June 11, 2014 |
S-1/A 1 d650154ds1a.htm S-1 - AMENDMENT 1 Table of Contents As filed with the Securities and Exchange Commission on June 11, 2014 Registration No. 333-194921 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 IMPRIVATA, INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 7372 0 |
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| June 11, 2014 |
[Remainder of Page Intentionally Left Blank] EX-10.4 Exhibit 10.4 This Indemnification Agreement (“Agreement”) is made as of by and between Imprivata, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”). RECITALS WHEREAS, the Company desires to attract and retain the services of highly qualified individuals, such as Indemnitee, to serve the Company; WHEREAS, in order to induce Indemnitee to provide or continue to provide service |
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| June 11, 2014 |
IMPRIVATA, INC. 2014 EMPLOYEE STOCK PURCHASE PLAN EX-10.13 Exhibit 10.13 IMPRIVATA, INC. 2014 EMPLOYEE STOCK PURCHASE PLAN The purpose of the Imprivata, Inc. 2014 Employee Stock Purchase Plan (“the Plan”) is to provide eligible employees of Imprivata, Inc. (the “Company”) and each Designated Subsidiary (as defined in Section 11) with opportunities to purchase shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”). 4 |
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| June 11, 2014 |
EX-10.17 Exhibit 10.17 EMPLOYMENT AGREEMENT This Employment Agreement (“Agreement”) is made as of the 30th day of April, 2014 (the “Effective Date”) by and between Imprivata, Inc., a Delaware corporation (the “Company”), and David Ting (the “Executive”). 1. Employment Term; Position. The Company and the Executive desire to continue their employment relationship, commencing as of the date hereof an |
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| June 11, 2014 |
EX-10.6 12 d650154dex106.htm EX-10.6 Exhibit 10.6 October 19, 2007 PROMISSORY NOTE FOR VALUE RECEIVED, the undersigned (“Debtor”) hereby promises to pay to Imprivata, Inc. or its successor (“Payee”), at such place or places as may be specified by Payee or any holder hereof, in legal tender of the United States of America, the principal amount of $49,999.92 (the “Principal”). The unpaid Principal o |
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| June 11, 2014 |
[Remainder of Page Intentionally Left Blank] EX-10.5 Exhibit 10.5 This Indemnification Agreement (“Agreement”) is made as of by and between Imprivata, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”). RECITALS WHEREAS, the Company desires to attract and retain the services of highly qualified individuals, such as Indemnitee, to serve the Company; WHEREAS, in order to induce Indemnitee to provide or continue to provide service |
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| June 11, 2014 |
EX-10.16 Exhibit 10.16 EMPLOYMENT AGREEMENT This Employment Agreement (“Agreement”) is made as of the 30th day of April, 2014 (the “Effective Date”) by and between Imprivata, Inc., a Delaware corporation (the “Company”), and Thomas Brigiotta (the “Executive”). 1. Employment Term; Position. The Company and the Executive desire to continue their employment relationship, commencing as of the date her |
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| June 11, 2014 |
IMPRIVATA, INC. 2014 STOCK OPTION AND INCENTIVE PLAN EX-10.2 8 d650154dex102.htm EX-10.2 Exhibit 10.2 IMPRIVATA, INC. 2014 STOCK OPTION AND INCENTIVE PLAN SECTION 1. GENERAL PURPOSE OF THE PLAN; DEFINITIONS The name of the plan is the Imprivata, Inc. 2014 Stock Option and Incentive Plan (the “Plan”). The purpose of the Plan is to encourage and enable the officers, employees, Non-Employee Directors and other key persons (including Consultants) of Imp |
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| June 11, 2014 |
AMENDED AND RESTATED IMPRIVATA, INC. (the “Corporation”) ARTICLE I EX-3.4 Exhibit 3.4 AMENDED AND RESTATED BY-LAWS OF IMPRIVATA, INC. (the “Corporation”) ARTICLE I Stockholders SECTION 1. Annual Meeting. The annual meeting of stockholders (any such meeting being referred to in these By-laws as an “Annual Meeting”) shall be held at the hour, date and place within or without the United States which is fixed by the Board of Directors, which time, date and place may |
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| June 11, 2014 |
EX-10.7 Exhibit 10.7 OFFICE LEASE AGREEMENT BETWEEN NORMANDY LEXINGTON ACQUISITION, LLC (“LANDLORD”) AND IMPRIVATA, INC. (“TENANT”) TABLE OF CONTENTS Page 1. Basic Lease Information 1 2. Lease Grant 4 3. Adjustment of Commencement Date; Possession 4 4. Rent 5 5. Compliance with Laws; Use 6 6. Security Deposit 6 7. Building Services 7 8. Leasehold Improvements 8 9. Repairs and Alterations 9 10. Ent |
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| June 11, 2014 |
Signature(s) Guaranteed: Medallion Guarantee Stamp EX-4.1 Exhibit 4.1 ZQ|CERT#|COY|CLS|RGSTRY|ACCT#|TRANSTYPE|RUN#|TRANS# COMMON STOCK PAR VALUE $0.001 Certificate Number ZQ00000000 Imprivata COMMON STOCK THIS CERTIFICATE IS TRANSFERABLE IN CANTON, MA, JERSEY CITY, NJ AND COLLEGE STATION, TX Shares * * 000000 ****************** * * * 000000 ***************** **** 000000 **************** ***** 000000 *************** ****** 000000 ************** THI |
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| June 11, 2014 |
EX-10.18 Exhibit 10.18 EMPLOYMENT AGREEMENT This Employment Agreement (“Agreement”) is made as of the 30th day of April, 2014 (the “Effective Date”) by and between Imprivata, Inc., a Delaware corporation (the “Company”), and Christopher Shaw (the “Executive”). 1. Employment Term; Position. The Company and the Executive desire to continue their employment relationship, commencing as of the date her |
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| June 11, 2014 |
Imprivata, Inc. [Ÿ] Shares of Common Stock Underwriting Agreement EX-1.1 Exhibit 1.1 Imprivata, Inc. [Ÿ] Shares of Common Stock Underwriting Agreement [ ], 2014 J.P. Morgan Securities LLC Piper Jaffray & Co. As Representatives of the several Underwriters listed in Schedule 1 hereto c/o J.P. Morgan Securities LLC 383 Madison Avenue New York, New York 10179 c/o Piper Jaffray & Co. 800 Nicollet Mall Minneapolis, Minnesota 55402-7020 Ladies and Gentlemen: Imprivata, |
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| June 11, 2014 |
FOURTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION IMPRIVATA, INC EX-3.1 Exhibit 3.1 FOURTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF IMPRIVATA, INC Imprivata, Inc., a corporation organized and existing under and the laws of the state of Delaware, hereby certifies as follows: 1. This Corporation’s original Certificate of Incorporation was filed with the Secretary of State of Delaware on May 7, 2001 and amended on February 14, 2002, February 21, 2002, |
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| June 11, 2014 |
EX-10.14 Exhibit 10.14 EMPLOYMENT AGREEMENT This Employment Agreement (“Agreement”) is made as of the 30th day of April, 2014 (the “Effective Date”) by and between Imprivata, Inc., a Delaware corporation (the “Company”), and Omar Hussain (the “Executive”). 1. Employment Term; Position. The Company and the Executive desire to continue their employment relationship, commencing as of the date hereof |
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| April 4, 2014 |
CORRESP Confidential Treatment Requested by Imprivata, Inc. IMPR-000 1 April 4, 2014 FOIA Confidential Treatment Request The entity requesting confidential treatment is Imprivata, Inc. 10 Maguire Road, Building 1, Suite 125 Lexington, MA 02421 Attn: Omar Hussain, President and Chief Executive Officer Telephone: (781) 674-2700 CERTAIN PORTIONS OF THIS LETTER HAVE BEEN OMITTED FROM THE VERSION FILED |
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| March 31, 2014 |
BY-LAWS OF IMPRIVATA, INC. A DELAWARE CORPORATION EX-3.3 Exhibit 3.3 EXHIBIT A BY-LAWS OF IMPRIVATA, INC. A DELAWARE CORPORATION Dated: May 7, 2001 ARTICLE I – MEETINGS OF STOCKHOLDERS 1 SECTION 1. PLACE OF MEETINGS 1 SECTION 2. ANNUAL MEETING 1 SECTION 3. SPECIAL MEETINGS 1 SECTION 4. NOTICE OF MEETINGS 2 SECTION 5. VOTING LIST 2 SECTION 6. QUORUM 2 SECTION 7. ADJOURNMENTS 2 SECTION 8. ACTION AT MEETINGS 3 SECTION 9. VOTING AND PROXIES 3 SECTION |
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| March 31, 2014 |
EX-4.2 Exhibit 4.2 THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AND PURSUANT TO THE PROVISIONS OF ARTICLE 5 BELOW, MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND APPLICABLE STATE SECURITIES LA |
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| March 31, 2014 |
S-1 1 d650154ds1.htm S-1 Table of Contents As filed with the Securities and Exchange Commission on March 31, 2014 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 IMPRIVATA, INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 7372 04-3560178 (State or other jurisdiction of |
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| March 31, 2014 |
ADDENDUM TO OFFICE SERVICE AGREEMENT Heathrow Stockley Park EX-10.10 Exhibit 10.10 ADDENDUM TO OFFICE SERVICE AGREEMENT Heathrow Stockley Park This Addendum to Office Service Agreement, Including the House Rules and Terms and Conditions (together, the “Addendum”) is made and entered into effective as of 28th August 2013, by and between Imprivata UK Limited (“Client”) and Regus UK (“Regus”). Recitals A. WHEREAS, Client and Regus are parties to that certain |
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| March 31, 2014 |
EX-10.7 Exhibit 10.7 OFFICE LEASE AGREEMENT BETWEEN NORMANDY LEXINGTON ACQUISITION, LLC (“LANDLORD”) AND IMPRIVATA, INC. (“TENANT”) TABLE OF CONTENTS Page 1. Basic Lease Information 1 2. Lease Grant 4 3. Adjustment of Commencement Date; Possession 4 4. Rent 5 5. Compliance with Laws; Use 6 6. Security Deposit 6 7. Building Services 7 8. Leasehold Improvements 8 9. Repairs and Alterations 9 10. Ent |
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| March 31, 2014 |
EX-10.8 Exhibit 10.8 LEASE This Lease is between Rittenhouse Building and Investment Association, a California corporation (Lessor) and Validus Medical Systems, Inc., a California Corporation (Lessee). WITNESSETH: 1. Premises: Lessor hereby leases to Lessee and Lessee hereby hires from Lessor real property and improvements located at 1538 Pacific Avenue, Second Floor, Santa Cruz, California, consi |
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| March 31, 2014 |
EX-10.9 10 d650154dex109.htm EX-10.9 Exhibit 10.9 TRIPLE NET SPACE LEASE (MULTI-TENANT) between Cooper House LLC, a California limited liability company, as LANDLORD and Imprivata Inc., a Delaware corporation, as TENANT for PREMISES At Cooper House Santa Cruz, CA TABLE OF CONTENTS Page Article I SUMMARY OF BASIC LEASE INFORMATION 1 Article II PREMISES 3 Section 2.01 Demise of Premises 3 Section 2. |
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| March 31, 2014 |
Subsidiaries of the Registrant EX-21.1 Exhibit 21.1 Subsidiaries of the Registrant The following sets forth the Registrants subsidiaries: Country Subsidiary England Imprivata UK Limited United States Imprivata International, Inc., a Delaware corporation |
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| March 31, 2014 |
IMPRIVATA, INC. AMENDED AND RESTATED 2002 STOCK OPTION AND INCENTIVE PLAN Exhibit 10.1 IMPRIVATA, INC. AMENDED AND RESTATED 2002 STOCK OPTION AND INCENTIVE PLAN 1. Purpose and Eligibility The purpose of this Amended and Restated 2002 Stock Option and Incentive Plan (the “Plan”) of Imprivata, Inc. (the “Company”) is to provide stock options and other equity interests in the Company (each an “Award”) to employees, officers, directors, consultants and advisors of the Compa |
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| March 31, 2014 |
EX-10.12 Exhibit 10.12 IMPRIVATA, INC. $4,000,000 SECURED LOAN FACILITY WITH SILICON VALLEY BANK January 30, 2009 CLOSING DOCUMENTS Document Tab A. TRANSACTION DOCUMENTS 1. Loan and Security Agreement (the “Loan and Security Agreement”), dated as of January 30, 2009, between Silicon Valley Bank and Imprivata, Inc. (the “Company”) 1 (a) Exhibit A – Description of Collateral (b) Exhibit B – Loan Pay |
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| March 31, 2014 |
EX-4.3 Exhibit 4.3 THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AND PURSUANT TO THE PROVISIONS OF ARTICLE 5 BELOW, MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND APPLICABLE STATE SECURITIES LA |
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| March 31, 2014 |
IMPRIVATA, INC. FOURTH AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT EX-4.4 Exhibit 4.4 IMPRIVATA, INC. FOURTH AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT This Fourth Amended and Restated Investor Rights Agreement (this “Agreement”) dated as of December 11, 2007, is entered into by and among Imprivata, Inc., a Delaware corporation (the “Company”), and by the entities listed on Exhibit A hereto (the “Investors”) by executing and delivering a financing signature p |
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| March 31, 2014 |
SEC Responce Letter March 31, 2014 VIA EDGAR AND FEDERAL EXPRESS United States Securities and Exchange Commission Division of Corporation Finance Mail Stop 4561 100 F. |
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| March 31, 2014 |
EX-10.11 Exhibit 10.11 MASTER SERVICES AGREEMENT THIS MASTER SERVICES AGREEMENT (“Agreement”) is made effective as of the last date of signature below (the “Effective Date”), by and between Imprivata Inc., a Delaware corporation having its principal place of business at 10 Maguire Road, Building 2, Lexington, MA 02421-3120 USA (“CLIENT”), and SoftServe, Inc., a Delaware corporation, having its pri |
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| March 31, 2014 |
FOURTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION IMPRIVATA, INC EX-3.1 Exhibit 3.1 FOURTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF IMPRIVATA, INC Imprivata, Inc., a corporation organized and existing under and the laws of the state of Delaware, hereby certifies as follows: 1. This Corporation’s original Certificate of Incorporation was filed with the Secretary of State of Delaware on May 7, 2001 and amended on February 14, 2002, February 21, 2002, |
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| March 4, 2014 |
EX-10.7 Exhibit 10.7 OFFICE LEASE AGREEMENT BETWEEN NORMANDY LEXINGTON ACQUISITION, LLC (“LANDLORD”) AND IMPRIVATA, INC. (“TENANT”) TABLE OF CONTENTS Page 1. Basic Lease Information 1 2. Lease Grant 4 3. Adjustment of Commencement Date; Possession 4 4. Rent 5 5. Compliance with Laws; Use 6 6. Security Deposit 6 7. Building Services 7 8. Leasehold Improvements 8 9. Repairs and Alterations 9 10. Ent |
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| March 4, 2014 |
Table of Contents As confidentially submitted to the Securities and Exchange Commission on March 4, 2014 as Amendment No. |
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| March 4, 2014 |
EX-10.12 Exhibit 10.12 IMPRIVATA, INC. $4,000,000 SECURED LOAN FACILITY WITH SILICON VALLEY BANK January 30, 2009 CLOSING DOCUMENTS Document Tab A. TRANSACTION DOCUMENTS 1. Loan and Security Agreement (the “Loan and Security Agreement”), dated as of January 30, 2009, between Silicon Valley Bank and Imprivata, Inc. (the “Company”) 1 (a) Exhibit A – Description of Collateral (b) Exhibit B – Loan Pay |
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| March 4, 2014 |
Response Letter March 4, 2014 VIA EDGAR AND FEDERAL EXPRESS United States Securities and Exchange Commission Division of Corporation Finance Mail Stop 4561 100 F. |
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| March 4, 2014 |
EX-10.11 Exhibit 10.11 MASTER SERVICES AGREEMENT THIS MASTER SERVICES AGREEMENT (“Agreement”) is made effective as of the last date of signature below (the “Effective Date”), by and between Imprivata Inc., a Delaware corporation having its principal place of business at 10 Maguire Road, Building 2, Lexington, MA 02421-3120 USA (“CLIENT”), and SoftServe, Inc., a Delaware corporation, having its pri |
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| January 17, 2014 |
EX-10.9 Exhibit 10.9 TRIPLE NET SPACE LEASE (MULTI-TENANT) between Cooper House LLC, a California limited liability company, as LANDLORD and Imprivata Inc., a Delaware corporation, as TENANT for PREMISES At Cooper House Santa Cruz, CA TABLE OF CONTENTS Page Article I SUMMARY OF BASIC LEASE INFORMATION 1 Article II PREMISES 3 Section 2.01 Demise of Premises 3 Section 2.02 Common Area 3 Article III |
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| January 17, 2014 |
CORRESP Table of Contents As confidentially submitted to the Securities and Exchange Commission on January 17, 2014 Registration No. |
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| January 17, 2014 |
SEC Cover Letter Goodwin Procter LLP Counsellors at Law Exchange Place Boston, MA 02109 T: 617. |
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| January 17, 2014 |
FOURTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION IMPRIVATA, INC EX-3.1 Exhibit 3.1 FOURTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF IMPRIVATA, INC Imprivata, Inc., a corporation organized and existing under and the laws of the state of Delaware, hereby certifies as follows: 1. This Corporation’s original Certificate of Incorporation was filed with the Secretary of State of Delaware on May 7, 2001 and amended on February 14, 2002, February 21, 2002, |
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| January 17, 2014 |
EX-10.7 Exhibit 10.7 OFFICE LEASE AGREEMENT BETWEEN NORMANDY LEXINGTON ACQUISITION, LLC (“LANDLORD”) AND IMPRIVATA, INC. (“TENANT”) TABLE OF CONTENTS Page 1. Basic Lease Information 1 2. Lease Grant 4 3. Adjustment of Commencement Date; Possession 4 4. Rent 5 5. Compliance with Laws; Use 6 6. Security Deposit 6 7. Building Services 7 8. Leasehold Improvements 8 9. Repairs and Alterations 9 10. Ent |
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| January 17, 2014 |
EX-10.8 Exhibit 10.8 LEASE This Lease is between Rittenhouse Building and Investment Association, a California corporation (Lessor) and Validus Medical Systems, Inc., a California Corporation (Lessee). WITNESSETH: 1. Premises: Lessor hereby leases to Lessee and Lessee hereby hires from Lessor real property and improvements located at 1538 Pacific Avenue, Second Floor, Santa Cruz, California, consi |
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| January 17, 2014 |
EX-4.3 Exhibit 4.3 THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AND PURSUANT TO THE PROVISIONS OF ARTICLE 5 BELOW, MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND APPLICABLE STATE SECURITIES LA |
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| January 17, 2014 |
Subsidiaries of the Registrant EX-21.1 Exhibit 21.1 Subsidiaries of the Registrant The following sets forth the Registrant’s subsidiaries as of September 30, 2013: Country Subsidiary England Imprivata UK Limited United States Imprivata International, Inc., a Delaware corporation |
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| January 17, 2014 |
EX-10.11 Exhibit 10.11 MASTER SERVICES AGREEMENT THIS MASTER SERVICES AGREEMENT (“Agreement”) is made effective as of the last date of signature below (the “Effective Date”), by and between Imprivata Inc., a Delaware corporation having its principal place of business at 10 Maguire Road, Building 2, Lexington, MA 02421-3120 USA (“CLIENT”), and SoftServe, Inc., a Delaware corporation, having its pri |
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| January 17, 2014 |
IMPRIVATA, INC. AMENDED AND RESTATED 2002 STOCK OPTION AND INCENTIVE PLAN EX-10.1 Exhibit 10.1 IMPRIVATA, INC. AMENDED AND RESTATED 2002 STOCK OPTION AND INCENTIVE PLAN 1. Purpose and Eligibility The purpose of this Amended and Restated 2002 Stock Option and Incentive Plan (the “Plan”) of Imprivata, Inc. (the “Company”) is to provide stock options and other equity interests in the Company (each an “Award”) to employees, officers, directors, consultants and advisors of t |
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| January 17, 2014 |
ADDENDUM TO OFFICE SERVICE AGREEMENT Heathrow Stockley Park EX-10.10 Exhibit 10.10 ADDENDUM TO OFFICE SERVICE AGREEMENT Heathrow Stockley Park This Addendum to Office Service Agreement, Including the House Rules and Terms and Conditions (together, the “Addendum”) is made and entered into effective as of 28th August 2013, by and between Imprivata UK Limited (“Client”) and Regus UK (“Regus”). Recitals A. WHEREAS, Client and Regus are parties to that certain |
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| January 17, 2014 |
BY-LAWS OF IMPRIVATA, INC. A DELAWARE CORPORATION EX-3.3 Exhibit 3.3 EXHIBIT A BY-LAWS OF IMPRIVATA, INC. A DELAWARE CORPORATION Dated: May 7, 2001 ARTICLE I – MEETINGS OF STOCKHOLDERS 1 SECTION 1. PLACE OF MEETINGS 1 SECTION 2. ANNUAL MEETING 1 SECTION 3. SPECIAL MEETINGS 1 SECTION 4. NOTICE OF MEETINGS 2 SECTION 5. VOTING LIST 2 SECTION 6. QUORUM 2 SECTION 7. ADJOURNMENTS 2 SECTION 8. ACTION AT MEETINGS 3 SECTION 9. VOTING AND PROXIES 3 SECTION |
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| January 17, 2014 |
EX-4.2 Exhibit 4.2 THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AND PURSUANT TO THE PROVISIONS OF ARTICLE 5 BELOW, MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND APPLICABLE STATE SECURITIES LA |
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| January 17, 2014 |
IMPRIVATA, INC. FOURTH AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT EX-4.4 Exhibit 4.4 IMPRIVATA, INC. FOURTH AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT This Fourth Amended and Restated Investor Rights Agreement (this “Agreement”) dated as of December 11, 2007, is entered into by and among Imprivata, Inc., a Delaware corporation (the “Company”), and by the entities listed on Exhibit A hereto (the “Investors”) by executing and delivering a financing signature p |
