THPTF Techpoint Inc (PK)

 

 

 

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): December 8, 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,$0.0001 par 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. ☐

 

 

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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On December 8, 2023, Arthur Nguyen, the Chief Financial Officer of Techpoint, Inc. (the “Company”), notified the Company of his decision to retire as Chief Financial Officer of the Company, to be effective on December 31, 2023.

 

On December 12, 2023, the Board of Directors of the Company (the “Board”) appointed Michelle P. Ho, currently the Company’s Controller, to serve as the Company’s Interim Chief Financial Officer, to be effective on January 1, 2024.

 

Ms. Ho, 51, has served as the Company’s Controller since June 2021. From April 2019 to May 2021, she served as the Company’s Accounting Manager. Prior to that, from July 2017 to April 2019, Ms. Ho served as Accounting Manager of International/Cost Accounting at Restoration Robotics, Inc. (Nasdaq: HAIR), a medical device company. From May 2013 to July 2017, she served as Accounting Manager and Senior Accountant at Tria Beauty, Inc., a skincare technologies company. Ms. Ho holds a B.S. in accounting from University of Pheonix and A.A. in business and accounting from Pasadena City College.

 

The selection of Ms. Ho as Interim Chief Financial Officer of the Company was not pursuant to any arrangement or understanding with respect to any other person. There are no family relationships between Ms. Ho and any director or executive officer of the Company, and there are no transactions between Ms. Ho and the Company that would be required to be reported under Item 404(a) of Regulation S-K.

 

Pursuant to an offer letter (the “Offer Letter”), Ms. Ho will receive an annualized base salary of $170,016 and will be eligible to receive 18,750 restricted stock units of the Company under the Company’s 2017 Stock Plan, which would vest quarterly over five years. In addition, Ms. Ho is eligible to participate in the Company’s employee benefits programs. Ms. Ho will also enter into the Company’s standard form of Indemnification Agreement for directors and executive officers.

 

The preceding description of the Offer Letter is qualified in its entirety by reference to such agreement, filed as Exhibit 10.1 to this Current Report on Form 8-K, which is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d)

Exhibit No.		Description
10.1#		Offer Letter, dated December 13, 2023, between the Company and Michelle P. Ho.
104		Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document).

 

# Indicates management contract or compensatory plan or arrangement.

 

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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 hereunto duly authorized.

 

		Techpoint, Inc.
Date: December 14, 2023		By:	/s/ Fumihiro Kozato
			Fumihiro Kozato
			President and Chief Executive Officer (Principal Executive Officer)

 

 

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Exhibit 10.1

Techpoint

December 13, 2023

Michelle Ho

Dear Michelle:

Techpoint, Inc. (the “Company”) is pleased to offer you employment on the following terms:

Position. Your title will be interim CFO and initially you will report to Hiro Kozato, CEO. This is a full-time position, located in Techpoint’s headquarters in San Jose, California. By signing this letter agreement, you confirm to the Company that you have no contractual commitments or other legal obligations that would prohibit you from performing your duties for the Company.

 

This is a permanent position and shall be subject to a probationary period of one (1) year commencing on the commencement date of employment and subject to adjustment by the Company. If, during the initial one year probationary period, the Company determines in its sole discretion that the employee is unfit for the position due to insufficient skills or inadequate work performance, character, attitude, or for any other business reason, the Company may terminate this Agreement without any advance notice and with no compensation whatsoever in lieu thereof.

 

Cash Compensation. The Company will pay you a starting salary of $7,084 semi-monthly (annualized to $170,016) payable in accordance with the Company’s standard payroll practices.

 

Employee Benefits. As a regular employee of the Company, you will be eligible to participate in a number of Company-sponsored benefits. In addition, you will be entitled to paid vacation in accordance with the Company’s paid time-off policy.

 

Equity Awards. We will recommend to the Board of Directors (the “Board”) of the Company that you be granted 18,750 restricted stock units of the Company under Techpoint, Inc.’s 2017 Stock Plan (the "Plan"). The restricted stock units you will be granted will vest over a five (5) year period for so long as you continue to be employed by the Company. The grant of such restricted stock units by the Company is subject to the Board's approval and this promise to recommend such approval is not a promise of compensation and is not intended to create any obligation on the part of the Company. Further details on the Plan and any specific award granted to you will be provided upon approval of such award by the Company's Board of Directors.

Employee Confidential Information and Invention Assignment Agreement. Like all Company employees you will be required, as a condition of your employment with the Company, to sign the Company’s standard Confidential Information and Invention Assignment Agreement, which is attached.

 

 

 

 

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Techpoint

Employment Relationship. Employment with the Company is for no specific period of time. Your employment with the Company will be “at will,” meaning that either you or the Company may terminate your employment at any time and for any reason, with or without cause. Any contrary representations that may have been made to you are superseded by this letter agreement. This is the full and complete agreement between you and the Company regarding how your employment may be terminated. Although your job duties, title, compensation and benefits, as well as the Company’s personnel policies and procedures, may change from time to time, the “at will” nature of your employment may only be changed in an express written agreement signed by you and a duly authorized officer of the Company (other than you).

 

Techpoint, Inc. partners with Trinet, a Professional employer Organization, for benefits, payroll and Human Resource management services. As a result of this partnership, Trinet will be considered your employer of records for these purposes, while your manager(s) here at Techpoint, Inc. will be responsible for directing your work, reviewing your performance, setting your work schedule, and managing your leaves.

 

Outside Activities. While you render services to the Company, you agree that you will not engage in any other employment, consulting or other business activity that is in any way competitive with the business or proposed business of the Company. You will disclose to the Company in writing any other gainful employment, business or activity that you are currently associated with or participate in that competes with the Company. While you render services to the Company, you also will not assist any person or entity in competing with the Company, in preparing to compete with the Company or in hiring away any employees or consultants of the Company.

Withholding Taxes. All forms of compensation referred to in this letter agreement are subject to reduction to reflect applicable withholding and payroll taxes and other deductions required by law.

Entire Agreement. This letter agreement, once accepted, constitutes the entire agreement between you and the Company with respect to the subject matter hereof and supersedes and replaces any prior agreements, representations or understandings, whether written, oral or implied, between you and the Company relating to such subject matter.

 

 

2550 N. First Street, #550, San Jose CA 95131, USA ● Tel 408-324-0588 ● Fax 408-324-0888 ● www.techpointinc.com

 

 

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Techpoint

We hope that you will accept our offer to join the Company. You may indicate your agreement with these terms and accept this offer by signing and dating this letter agreement and the enclosed, Employee Confidential Information and Invention Assignment Agreement and returning them to me. This offer will expire at the close of business on December 13, 2023. As required by law, your employment with the Company is contingent upon your providing legal proof of your identity and authorization to work in the United States. Additionally, your offer of employment with the Company may be conditioned on your successfully completing and passing a background search and references to the satisfaction of the Company.

 

Sincerely,

 

/s/ Hiro Kozato

 

 

Hiro Kozato

President & CEO

Techpoint, Inc.

 

 

 

I have read and accept this employment offer:

 

Signature:	/s/ Michelle Ho
Dated:	December 13, 2023
Start Date:	January 1, 2024

 

 

 

Attachments:

Employee Confidential Information and Invention Assignment Agreement

 

 

 

2550 N. First Street, #550, San Jose CA 95131, USA ● Tel 408-324-0588 ● Fax 408-324-0888 ● www.techpointinc.com

 

 

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v3.23.3

Document and Entity Information	Dec. 08, 2023
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Dec. 08, 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 12(b) Security	Japanese Depositary Shares, each representing oneshare of Common Stock,$0.0001 par value per share
Trading Symbol	M-6697
Security Exchange Name	NONE

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