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 7, 2022
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 |
|
2550 N. First Street, #550 San Jose, CA USA (408) 324-0588 |
95131 |
|
(Address of principal executive offices) |
(Zip Code) |
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 |
|
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 4.01 Change in Registrant’s Certifying Accountant.
(a)
On September 7, 2022, BDO USA, LLP (“BDO”) notified Techpoint, Inc. (the “Company”) that it was resigning as the Company’s independent registered public accounting firm, effective on September 7, 2022.
BDO’s reports on the Company’s consolidated financial statements for the fiscal years ended December 31, 2021 and 2020 did not contain an adverse opinion or a disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principle.
During the fiscal years ended December 31, 2021 and 2020, and the subsequent interim periods through June 30, 2022, there were (i) no disagreements with BDO on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, any of which, if not resolved to BDO’s satisfaction, would have caused BDO to make reference thereto in their reports on the financial statements for such fiscal years, and (ii) no “reportable events” within the meaning of Item 304(a)(1)(v) of Regulation S-K.
The Company provided BDO with a copy of the disclosures it is making in this Form 8-K and requested that BDO furnish a letter addressed to the Securities and Exchange Commission stating whether or not it agrees with the statements made herein. A copy of BDO’s letter dated September 8, 2022, is filed as Exhibit 16.1 hereto.
The Audit Committee of the Company’s Board of Directors has initiated a search to retain a new independent registered public accounting firm.
Item 9.01 Financial Statements and Exhibits
|
(d) |
|
Exhibits. |
|
|
|
|
|
Exhibit No. |
|
Description |
|
|
|
|
|
16.1 |
|
|
|
104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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: September 13, 2022 |
|
By: |
/s/ Fumihiro Kozato |
|
|
|
|
Fumihiro Kozato |
|
|
|
|
President and Chief Executive Officer (Principal Executive Officer) |
2
Exhibit 16.1
September 8, 2022
Securities and Exchange Commission
100 F Street N.E.
Washington, D.C. 20549
We have been furnished with a copy of the response to Item 4.01 of Form 8-K for the event that occurred on September 7, 2022, to be filed by our former client, Techpoint, Inc. We agree with the statements made in response to that Item insofar as they relate to our Firm.
Very truly yours,
/s/ BDO USA, LLP