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 2, 2023

Techpoint, Inc.

(Exact Name of Registrant as Specified in its Charter)

Delaware	000-55843	80-0806545
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

2550 N. First Street, #550 San Jose, CA	95131
(Address of principal executive offices)	(Zip Code)

Registrant’s Telephone Number, Including, Area Code: (408)324-0588

N/A

(Former name or former address, if changed since last report.)

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

☐ Pre-commencement communications 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
Japanese Depositary Shares, each representing one Share of Common Stock, $0.0001par value per share	M-6697	Tokyo Stock Exchange (Growth Market)

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

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 2, 2023, Techpoint, Inc. (the “Company”) announced that on June 1, 2023, its board of directors declared the second installment payment of its cash dividend of an aggregate of $0.50 per share for fiscal 2023, of which $0.25 per share was paid to stockholders in February 2023. The second installment on shares of its common stock (including common stock underlying its Japanese Depositary Shares ("JDS")) will be paid on or around July 18, 2023 to stockholders of record as of the close of business on June 30, 2023. The timing for receipt of the dividend payments by individual holders of the Company’s common stock and JDS will vary due to the payment process for JDS holders. The amount paid to JDS holders will be reduced by any applicable U.S. withholding income tax, and then converted into Japanese Yen. Once the dividend is converted into Japanese Yen, a distribution payment fee and any additional local taxes will be paid from the distribution amount. As a result, the net amount of the second dividend installment that is ultimately received by JDS holders will be less than $0.25 per JDS. The Company anticipates that JDS holders will be paid the second installment of the fiscal 2023 dividend on or around August 25, 2023.

The payment will be made in accordance with and subject to the terms of the Trust Agreement dated August 31, 2017 between the Company; Mizuho Securities Co., Ltd.; Mitsubishi UFJ Trust and Banking Corporation; and The Master Trust Bank of Japan, Ltd., which agreement governs the rights of JDS holders.

A copy of the press release announcing the cash dividend is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number	Description
99.1	Press Release issued on June 2, 2023
104	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

Although we believe that the expectations reflected in the Press Release are reasonable, we cannot guarantee future results, level of activity, performance or achievements. The Press Release only as of the date on which it is made. We disclaim any duty to update any of the Press Release after the date of the Press Release, except as required by law.

1

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 thereunto duly authorized.

	Techpoint, Inc.
Date: June 2, 2023	By:	/s/ Fumihiro Kozato
		Fumihiro Kozato
		President and Chief Executive Officer (Principal Executive Officer)

2

EX-99.1

Exhibit 99.1

Techpoint Announces Second Installment of Dividend

June 2, 2023

San Jose, CA. — (Business Wire) —

On June 2, 2023, Techpoint, Inc. (“Techpoint”) announced that on June 1, 2023, its board of directors declared the second installment payment of its cash dividend of an aggregate of $0.50 per share for fiscal 2023, of which $0.25 per share was paid to stockholders in February 2023. The second installment on shares of its common stock (including common stock underlying its Japanese Depositary Shares ("JDS")) will be paid on or around July 18, 2023 to stockholders of record as of June 30, 2023. The timing for receipt of the dividend payments by individual holders of Techpoint’s common stock and JDS will vary due to the payment process for JDS holders. The amount paid to JDS holders will be reduced by any applicable U.S. withholding income tax, and then converted into Japanese Yen. Once the dividend is converted into Japanese Yen, a distribution payment fee and any additional local taxes will be paid from the distribution amount. As a result, the net amount of the second dividend installment that is ultimately received by JDS holders will be less than $0.25 per JDS. Techpoint anticipates that JDS holders will be paid the second installment of the fiscal 2023 dividend on or around August 25, 2023.

The payment will be made in accordance with and subject to the terms of the Trust Agreement dated August 31, 2017 between Techpoint; Mizuho Securities Co., Ltd.; Mitsubishi UFJ Trust and Banking Corporation; and The Master Trust Bank of Japan, Ltd., which agreement governs the rights of JDS holders.

Techpoint’s board of directors previously adopted a dividend policy to link dividend payments to business performance on an ongoing basis. The amount to be paid in future dividends will be reviewed by the board, with an aggregate dividend target amount for each fiscal year equal to approximately 50% of Techpoint’s annual non-GAAP net income[1]for the prior fiscal year. Techpoint anticipates making payment of future dividends in two separate installments each year. This policy can be modified or terminated at any time at the discretion of Techpoint’s board of directors.

About Techpoint

Techpoint, Inc. (Tokyo Stock Exchange “6697.T”) is a fabless semiconductor company developing proprietary high definition video connectivity technology targeting high definition video surveillance systems and automotive infotainment systems Techpoint aims to address the growing needs of the next generation high-definition video markets. With design centers in the U.S., as well as offices in Taiwan, Korea and Japan, Techpoint has achieved cutting edge technology in its target markets.

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Forward-Looking Statements

The information provided in this press release may include forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements are largely based on our current expectations and projections about future events and financial trends affecting our business. Such forward-looking statements include, in particular, statements about the expected dividend payment dates and timing for receipt of dividends, and our plans to pay dividends in the future.

These forward-looking statements may be identified by the use of terms and phrases such as “anticipates”, “believes”, “can”, “could”, “estimates”, “expects”, “forecasts”, “intends”, “may”, “plans”, “projects”, “targets”, “will”, and similar expressions or variations of these terms and similar phrases. Additionally, statements concerning future matters and other statements regarding matters that are not historical are forward-looking statements, including timing of distribution of dividend payments; and our future plans to declare dividends, including frequency and amount of payments. Investors are cautioned that these forward-looking statements relate to future events or our future performance and are subject to business, economic, and other risks and uncertainties, both known and unknown, that may cause actual results, levels of activity, performance or achievements to be materially different from those expressed or implied by any forward-looking statements.

These forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those projected, including without limitation, the following: our future financial performance, including our revenue, cost of sales and operating expenses; the need to address the many challenges facing our business; the continued impact of the COVID-19 pandemic on our business, including global shortages in manufacturing capacities; operations, sales and overall market conditions; the competitive pressures we face; risks associated with executing our strategy; and other risks that are described herein, including but not limited to the items discussed in “Risk Factors” in our filings with the Securities and Exchange Commission (“SEC”), including our Annual Report on Form 10-K for the year ended December 31, 2022 and subsequent filings with the SEC. We do not intend to update or alter our forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable law or regulation.

[1]Non-GAAP net income is defined as net income, excluding stock-based compensation expense and related income tax benefit.

For more information, contact:

Fumihiro Kozato

Techpoint, Inc.

408-324-0588

www.Techpoint.co.jp

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XML

Document and Entity Information	Jun. 02, 2023
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jun. 02, 2023
Entity Registrant Name	Techpoint, Inc.
Entity Central Index Key	0001556898
Entity Emerging Growth Company	false
Entity File Number	000-55843
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	80-0806545
Entity Address, Address Line One	2550 N. First Street
Entity Address, Address Line Two	#550
Entity Address, City or Town	San Jose
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	95131
City Area Code	408
Local Phone Number	324-0588
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of each class	Japanese Depositary Shares, each representing oneShare of Common Stock, $0.0001par value per share
Trading Symbol(s)	M-6697
Name of each exchange on which registered	NONE