S-8

As filed with the Securities and Exchange Commission on March 12, 2021

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Techpoint, Inc.

(Exact name of registrant as specified in its charter)

Delaware	80-0806545
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
2550 N. First Street, #550 San Jose, CA USA (Address of Principal Executive Offices)	95131 (Zip Code)

Techpoint, Inc. 2017 Stock Incentive Plan
(Full title of the plan)

Fumihiro Kozato
President and Chief Executive Officer
2550 N. First Street, #550
San Jose, CA 95131 USA

(408) 324-0588

(Name, address and telephone number, including area code, of agent for service)

With a copy to:

James J. Masetti, Esq.
Pillsbury Winthrop Shaw Pittman LLP

2550 Hanover Street
Palo Alto, CA 94304 USA

(605) 233-4500

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		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 7(a)(2)(B) of the Securities Act. ☒

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to be Registered	Amount to be Registered (1)			Proposed Maximum Offering Price per Share			Proposed Maximum Aggregate Offering Price		Amount of Registration Fee (6)
Japanese Depositary Shares
- 2017 Stock Incentive Plan (2)		707,916	(4)	$	10.48	(5)	$	7,418,959.68	$	809.41
Common Stock, $0.0001 par value per share
- 2017 Stock Incentive Plan (3)		707,916	(4)	$	10.48	(5)	$	7,418,959.68	$	-
Total		1,415,832					$	14,837,919.36	$	809.41

(1) Pursuant to Rule 416 of the Securities Act of 1933, as amended (the “Securities Act”), this registration statement on Form S-8 (this “Registration Statement”) also covers any additional securities that may be offered or issuable under the Techpoint, Inc. 2017 Stock Incentive Plan (the “2017 Stock Plan”) in connection with any stock split, stock dividend, recapitalization or any other similar transaction effected without receipt of consideration, which results in an increase in the number of the Registrant’s outstanding shares of Common Stock.

(2) Each Japanese Depositary Share represents one share of Common Stock.

(3) Pursuant to Rule 457(i), no additional filing fee is payable with respect to the shares of Common Stock issuable upon conversion of the Japanese Depositary Shares because no additional consideration will be received in connection with any such conversion.

(4) Consists of 707,916 shares of Common Stock available for issuance as a result of the annual increase on January 1, 2021 under the 2017 Stock Plan.

(5) Estimated in accordance with Rule 457(h) under the Securities Act solely for the purpose of calculating the registration fee, based upon the average of the high and low prices of the Japanese Depositary Shares as reported on the Mothers market on the Tokyo Stock Exchange on March 8, 2021, and converted into dollars at the average of ¥108.37 = $1.00, which was the Telegraphic Transfer Middle Rate as per MUFG Bank, Ltd. (formerly Bank of Mitsubishi UFJ) as of March 8, 2021.

(6) Rounded up to the nearest cent.

This Registration Statement shall become effective upon filing
in accordance with Rule 462 of the Securities Act.

REGISTRATION OF ADDITIONAL SECURITIES

PURSUANT TO GENERAL INSTRUCTION E

The number of shares of Common Stock of Techpoint, Inc. (the “Registrant”) authorized for issuance as awards under the 2017 Stock Plan is subject to an annual increase on the first day of each fiscal year, for a period of not more than 10 years, beginning on January 1, 2018 and ending on January 1, 2027 in an amount equal to the lesser of (i) four percent (4%) of the outstanding shares of Common Stock on the last day of the immediately preceding fiscal year or (ii) if the Registrant’s board of directors (the “Board”) acts prior to the first day of the fiscal year, such lesser amount (including zero) that the Board determines for purposes of the annual increase for that fiscal year.

On January 1, 2021, the number of shares of the Registrant’s Common Stock authorized for issuance as awards under the 2017 Stock Plan was increased by 707,916 shares. This Registration Statement on Form S-8 (this “Registration Statement”) registers these additional shares of the Registrant’s Common Stock.

The content of the previous Registration Statements on Form S-8 filed by the Registrant with the Securities and Exchange Commission (the “Commission”) on October 25, 2017 (File No. 333-221096), March 29, 2018 (File No. 333-224014), January 14, 2019 (File No. 333-229234) and January 17, 2020 (File No. 333-235950) are each incorporated by reference into this Registration Statement pursuant to General Instruction E on Form S-8. The securities registered by this Registration Statement are of the same class as the other securities for which the previous Registration Statement was filed.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The following documents filed with the Commission by the Registrant pursuant to the Securities Act and the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), are hereby incorporated by reference in this Registration Statement:

(1) The Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020, filed with the Commission on March 12, 2021 pursuant to Section 13 of the Exchange Act; and

(2) The description of the Registrant’s Common Stock and Japanese Depositary Shares contained in the Registrant’s Registration Statement on Form 8-A, filed with the Commission on September 18, 2017, pursuant to Section 12(g) of the Exchange Act, including any amendment or report filed for the purpose of updating such description.

All documents that the Registrant subsequently files pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act (excluding any portions thereof furnished by the Registrant, including but not limited to information furnished under Item 2.02 and Item 7.01 and any exhibits relating to Item 2.02 or Item 7.01 furnished under Item 9.01 of Form 8-K and any certification required by 18 U.S.C. § 1350) after the date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement indicating that all securities offered have been sold or which deregisters all securities then remaining unsold shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of filing of such documents.

Unless expressly incorporated into this Registration Statement, reports furnished on Form 8-K subsequent to the date hereof shall not be incorporated by reference into this Registration Statement, except as to specific sections of such reports that are filed or deemed filed as set forth therein.

Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by

reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Item 8. Exhibits.

See Exhibit Index below.

Item 9. Undertakings.

(a) The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement: (i) to include any prospectus required by Section 10(a)(3) of the Securities Act; (ii) to reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective Registration Statement; and (iii) to include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement; provided, however, that clauses (a)(1)(i) and (a)(1)(ii) of this section do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement.

(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered that remain unsold at the termination of the offering.

(b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

EXHIBIT INDEX

Exhibit Number
4.1	Form of common stock certificate of the Registrant (filed as Exhibit 4.1 to the Registrant’s Registration Statement on Form S-1 (Registration No. 333-219992), and incorporated herein by reference) (the “Registrant’s Form S-1”)
5.1	Opinion of Pillsbury Winthrop Shaw Pittman LLP
5.2	Opinion of Anderson Mori & Tomotsune
23.1	Consent of BDO USA, LLP
23.2	Consent of Pillsbury Winthrop Shaw Pittman LLP (included in its opinion filed as Exhibit 5.1)
23.3	Consent of Anderson Mori & Tomotsune (included in Exhibit 5.2)
24.1	Power of Attorney(included in signature pages hereof)
99.1	Techpoint, Inc. 2017 Stock Incentive Plan and forms of agreement thereunder (filed as Exhibit 10.3 to the Registrant’s Form S-1 and incorporated herein by reference)

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Jose, State of California on the 12th day of March, 2021.

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

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below, constitutes and appoints Fumihiro Kozato and Maureen A. Monahan, and each of them, as his or her attorney-in-fact and agent, with full power of substitution and resubstitution for him or her in any and all capacities, to sign any or all amendments or post-effective amendments to this Registration Statement, and to file the same, with exhibits thereto and other documents in connection therewith or in connection with the registration of the securities under the Securities Act of 1933, as amended, with the Securities and Exchange Commission, granting unto such attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary in connection with such matters and hereby ratifying and confirming all that such attorney-in-fact and agent or his or her substitutes may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Fumihiro Kozato	President and Chief Executive Officer	March 12, 2021
Fumihiro Kozato	(Principal Executive Officer)
/s/ Maureen A. Monahan	Chief Financial Officer, and Vice President of	March 12, 2021
Maureen A. Monahan	Administrations (Principal Financial and Accounting Officer)
/s/ Dr. Feng Kuo	Director	March 12, 2021
Dr. Feng Kuo
/s/ Robert Cochran	Director	March 12, 2021
Robert Cochran
/s/ Fun-Kai Liu	Director	March 12, 2021
Fun-Kai Liu
/s/ Koji Mori	Director	March 12, 2021
Koji Mori
/s/ Dr. Yaichi Aoshima	Director	March 12, 2021
Dr. Yaichi Aoshima

EX-5.1

Exhibit 5.1

PILLSBURY WINTHROP SHAW PITTMAN LLP

2550 Hanover Street

Palo Alto, California 94304

March 12, 2021

Techpoint, Inc.

2550 N. First Street, #550

San Jose, California 95131

Re: Registration Statement on Form S-8

Ladies and Gentlemen:

We are acting as counsel for Techpoint, Inc., a Delaware corporation (the “Company”), in connection with the Registration Statement on Form S‑8 (the “Registration Statement”) relating to the registration under the Securities Act of 1933 (the “Act”) of 707,916 shares of the Company’s common stock, $0.0001 par value per share (the “Shares”), represented by 707,916 Japanese Depositary Shares (the “JDSs”), issuable pursuant to the Company’s 2017 Stock Incentive Plan (the “2017 Plan”).

We have reviewed and are familiar with such corporate proceedings and other matters as we have considered relevant or necessary for the opinions expressed in this letter.  Based upon the foregoing, we are of the opinion that the Shares and the JDSs issuable under the 2017 Plan have been duly authorized and, when issued and sold in accordance with the 2017 Plan, will be validly issued, fully paid and nonassessable.  The opinions set forth in this letter are limited to the General Corporation Law of the State of Delaware, as in effect on the date hereof.

We hereby consent to the filing of this opinion letter as Exhibit 5.1 to the Registration Statement.  In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Securities and Exchange Commission promulgated thereunder.

Very truly yours,

/s/ Pillsbury Winthrop Shaw Pittman LLP

EX-5.2

Exhibit 5.2

OTEMACHI PARK BUILDING

1-1-1 OTEMACHI, CHIYODA-KU

TOKYO 100-8136, JAPAN

 

March 12, 2021

Techpoint, Inc.

2550 N. First Street, #550

San Jose, California 95131

Re: Registration Statement on Form S-8

Dear Sirs:

We have acted as legal advisers as to the laws of Japan for Techpoint, Inc. (the “Company”), a corporation organized under the laws of Delaware, and are providing this opinion to you in that capacity in connection with the creation of Japanese depositary shares (Yuukashouken Shintaku Jueki Shouken, the “JDSs”), under the Company’s 2017 Stock Incentive Plan.

1.Reviewed Documents

For purposes of providing this opinion, we have examined the following documents (collectively, the “Documents”):

1.1. a draft of the Registration Statement on Form S-8 to be filed by the Company on or around January 16, 2020 (the “Registration Statement”) as of January 15, 2020;

1.2. a copy of the Listed Foreign Stock Trust Beneficiary Interest Beneficiary Certificate Issuance Trust Agreement and Agreement regarding Issuer (the “Trust Agreement”) dated on August 31, 2017 among the Company, Mizuho Securities Co., Ltd. (“Mizuho”) and Mitsubishi UFJ Trust and Banking Corporation and The Master Trust Bank of Japan, Ltd. (the “Trustees”), the form of which is appearing as Exhibit 4.3 to the registration statement on Form S-1 (Registration No. 333-219992) (the “Registrant’s Form S-1”);

1.3. a stamped copy of the Amended and Restated Certificate of Incorporation and an executed copy of the Amended and Restated Bylaws of the Company;

1.4. the Company’s 2017 Stock Incentive Plan and forms of agreement thereunder, which is appearing as Exhibit 10.3 to the Registrant’s Form S-1; and

TOKYO, OSAKA, NAGOYA, BEIJING, SHANGHAI, HONG KONG, SINGAPORE, HO CHI MINH CITY, BANGKOK, JAKARTA

www.amt-law.com

TOKYO, OSAKA, NAGOYA

BEIJING, SHANGHAI, HONG KONG

SINGAPORE, HO CHI MINH CITY

BANGKOK, JAKARTA

www.amt-law.com

OTEMACHI PARK BUILDING 1-1-1 OTEMACHI, CHIYODA-KU TOKYO 100-8136, JAPAN TEL: 81-3-6775-1000 XXXX XXXX   T.+81-3-6775-XXXX F.+81-3-6775-XXXX xxxx.xxxx@amt-law.com

Privileged and Confidential

1.5. extracted copies of the minutes of the meetings of the Board of Directors of the Company held on August 30, 2017, September 8, 2017 and September 18, 2017.

2.Assumptions

In rendering this opinion, we have assumed, with your consent and without making any investigation, that:

2.1. the legal capacity of all natural person-signatories, the genuineness of all seal impressions and signatures on records, documents, instruments and certificates that we have examined, and the authenticity and completeness of all records, documents, instruments and certificates submitted to us as originals and the conformity to complete original documents of all documents submitted to us as copies, having relied as to factual matters upon such documents; and that the above documents are, where appropriate, executed in the form or substantially in the form of the copies examined by us;

2.2. at all times relevant to the opinions expressed herein, each of the parties to the Trust Agreement has been validly existing and in good standing (where such concept is recognized) and has full power and authority (corporate or otherwise) to execute, deliver and perform the Trust Agreement and such other agreements and documents;

2.3. the execution, delivery and performance of the Trust Agreement by each of the parties thereto have been duly authorized by all its necessary corporate actions and do not contravene its constitutional documents or any law, rule, or regulation applicable to such party; and the Trust Agreement have been duly executed and delivered by each of the parties thereto and constitute valid and legally binding obligations of the parties thereto enforceable against them in accordance with these terms;

2.4. the JDSs will have been duly deposited with the Custodian (defined in the Trust Agreement) under and in accordance with the terms of the Trust Agreement and all applicable laws and regulations; and

2.5. the choice of Japanese law contained in the Trust Agreement is legal and valid under the laws of the United States and the State of Delaware.

3.Opinion

Based upon the foregoing and upon the relevant laws of Japan in effect as of the date hereof to the extent that they are applicable, and subject to the assumptions set out above and the qualifications set out in section 4 below, we are of the opinion that the JDSs covered by the Registration Statement, when issued in accordance with the terms of the Trust Agreement, will entitle the registered holders thereof to the rights in accordance with the Trust Agreement.

4.Qualifications

This opinion is subject to the following qualifications:

4.1. In this opinion letter, Japanese legal concepts are expressed in English terms and not in their original Japanese terms. The concepts concerned may not be identical to the concepts described by the equivalent English terms as they exist under the laws of other jurisdictions. We do not render any opinion as to how judges qualified in a foreign jurisdiction would interpret Japanese legal concepts or expressions.

TOKYO, OSAKA, NAGOYA, BEIJING, SHANGHAI, HONG KONG, SINGAPORE, HO CHI MINH CITY, BANGKOK, JAKARTA

www.amt-law.com

4.2. This opinion letter is strictly limited to the matters stated herein and may not be read as extending by implication to any matters not specifically referred to herein. Without any prejudice to the generality of the foregoing, nothing in this opinion letter should be taken as expressing an opinion in respect of any representations or warranties, or other information contained in the Trust Agreement and other agreements and documents examined in connection with this opinion letter except as expressly opined herein.

4.3. The legality, validity, binding nature and enforceability of the Trust Agreement and other agreement and documents, as the case may be, may be limited by the application of bankruptcy, insolvency, reorganization, civil rehabilitation, fraudulent conveyance and other similar laws relating to or affecting the rights, powers, privileges, remedies and/or interests of creditors generally.

4.4. The Company, Mizuho and the Trustees have complied and will comply with the provisions of the Trust Agreement.

4.5. The above opinions do not cover any matters relating to tax law.

4.6. The legality, validity, binding nature and enforceability of the Trust Agreement and other agreements and documents are subject to, and may be limited by, statutes of limitation, court procedures and the full discretion of the courts to consider the public order and good morals doctrine as provided in Article 90 of the Civil Code of Japan (the “Civil Code”), general principles of good faith and sincerity and the obligation to act in a reasonable manner as provided in Article 1, Paragraph 2 of the Civil Code, and the abuse of rights doctrine as provided in Article 1, Paragraph 3 of the Civil Code and the public order and good morals doctrine as provided in Article 42 of the General Act concerning Application of Acts of Japan.

4.7. Japanese courts may not give full effect to an indemnity for legal costs and for currency indemnification.

4.8. We express no opinion with respect to the availability of specific performance or injunctive relief or any provisional remedy. For the purpose of this opinion letter, an obligation is “enforceable” against the obligor if the obligee is at least entitled to a judgment of a Japanese court which orders the obligor to pay to the obligee compensation for damages suffered by the obligee as a result of the obligor’s breach of such obligation.

4.9. We express no opinion as to whether or not there exists reciprocity as to the recognition by a Delaware Court of a final judgment obtained in a Japanese court.

4.10. A determination or certificate as to any matter provided for in the Trust Agreement and other agreements and documents to be final, conclusive or binding may be held not to be final, conclusive or binding if such determination or certificate could be shown to have an incorrect or arbitrary basis or not to have been made or given in good faith, and where any party to the Trust Agreement and other agreements and documents is vested with any discretion or may determine any matter in its opinion, courts in Japan may require that such discretion be exercised reasonably or that such opinion be based on reasonable grounds.

4.11. We are attorneys licensed to practice law in Japan and have acted in such capacity only, and we do not purport to be expert as to the laws of any jurisdiction other than Japan; accordingly, the opinions expressed above are limited to the laws of Japan and we neither express nor imply any view or opinion with regard to the laws of any jurisdiction other than Japan. In rendering the above opinion, with respect to all matters of the federal laws of the United States or the laws of the State of Delaware we have relied upon the opinions of Pillsbury Winthrop Shaw Pittman LLP, the U.S. counsel for the Company.

4.12. The opinions expressed above are given as of the date hereof, and no obligation is undertaken by us to advise you of any changes in any matters set forth herein after the date hereof.

- 3 -

This opinion letter is solely for the benefit of the Company in connection with the transaction described in the first paragraph above and may not be quoted or relied upon by, nor may copies of this opinion letter be delivered to, any other person, nor may this opinion letter be relied upon by the Company for any other purpose, without our prior express written permission. However, we hereby consent to the filing of this opinion letter as Exhibit 5.2 to the Registration Statement. In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the United States Securities Act of 1933, as amended or the rules and regulations of the Securities and Exchange Commission promulgated thereunder.

- 4 -

Very truly yours,

ANDERSON MŌRI & TOMOTSUNE

By:/s/Wataru Higuchi

Wataru Higuchi

- 5 -

EX-23.1

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

Techpoint, Inc.

San Jose, California

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated March 12, 2021, relating to the consolidated financial statements of Techpoint, Inc. appearing in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020.

/s/ BDO USA, LLP

San Jose, California

March 12, 2021