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): December 5, 2016

BSQUARE CORPORATION

(Exact name of Registrant as specified in its charter)

Washington	000-27687	91-1650880
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

110 110^th Ave NE, Suite 300

Bellevue, WA 98004

425-519-5900

(Address and Telephone Number of Registrant’s Principal Executive Offices)

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 (see General Instruction A.2 below):

☐ 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))

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

On December 5, 2016, BSQUARE Corporation (the “Company”) announced that Peter Biere has been appointed as the Company’s Chief Financial Officer, effective as of December 30, 2016. Mr. Biere will also serve as the Company’s Secretary and Treasurer. Mr. Biere has served as the Chief Financial Officer of DreamBox Learning, a privately held education software company, since February 2013. Prior to that he served as a Partner of NextLevel, a professional services firm that provides executive and board services on an interim, project and advisory basis, and as the Chief Financial Officer of Global Scholar, a privately held online education company. Mr. Biere holds a BBA and MA in Accounting from the University of Iowa.

Under the terms of an employment letter agreement between Mr. Biere and the Company dated November 28, 2016, Mr. Biere will receive an annual salary of $270,000, a one-time hiring bonus of $8,000 and will be eligible to receive an annual bonus under the Company’s Annual Bonus Plan equal to 50% of his annual salary at 100% achievement. He is also eligible to participate in the Company’s employee benefits plans. In addition, the agreement entitles Mr. Biere to be granted a non-qualified stock option to purchase 100,000 shares of the Company’s common stock and a grant of 7,500 restricted stock units. The options will vest as to 25% of the underlying shares on the first anniversary of the grant date, with the balance vesting in equal monthly installments for three years thereafter, and the option exercise price will be the closing price of the Company’s common stock on the effective grant date. The restricted stock units will vest as to 25% of the underlying shares on the first anniversary of the grant date, with the balance vesting in equal quarterly installments for three years thereafter.

If Mr. Biere’s employment is terminated by the Company when neither cause nor long-term disability exists (as such terms are defined in the employment letter agreement), then subject to his execution of a release of any employment-related claims, he will be entitled to receive severance equal to 6 months of his then annual base salary, continued COBRA coverage at the Company’s expense for a period of 6 months, and a pro rata portion of his annual bonus as determined by the Company’s Compensation Committee, each payable on the Company’s regular payroll schedule. Immediately prior to a change of control of the Company (as defined in the employment letter agreement), all of Mr. Biere’s unvested stock options and restricted stock shall become fully vested and immediately exercisable. In addition, if, within 9 months after a change of control of the Company, Mr. Biere’s employment is terminated when neither cause nor long term disability exists or Mr. Biere terminates his employment for good reason (as such term is defined in the employment letter agreement), then subject to his execution of a release of any employment-related claims, he will be entitled to receive a one-time lump sum severance payment equal to 9 months of his then annual base salary plus 66% of his target annual bonus and shall be eligible for continued COBRA coverage at the Company’s expense for a period of 9 months.

A copy of the Company’s press release announcing Mr. Biere’s appointment is filed with this report as Exhibit 99.1, and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
99.1	Press release dated December 5, 2016

SIGNATURES

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.

	BSQUARE CORPORATION
Dated: December 5, 2016		By:	/s/ Jerry D. Chase
			Jerry D. Chase
			President and Chief Executive Officer

EX-99.1

Exhibit 99.1

Bsquare Expands Executive Team, Adding Peter Biere as CFO

DECEMBER 5, 2016 | BELLEVUE – Bsquare (NASDAQ: BSQR) announced today that Peter Biere will join the company as Chief Financial Officer effective December 30, 2016. With over three decades of financial and executive management experience, Mr. Biere brings a wealth of domain expertise to Bsquare as the company transitions to the Internet of Things (IoT) software market through its innovative DataV™ solution.

Jerry Chase, Bsquare president and CEO, stated that “Filling this vital executive position with someone of Peter’s caliber will help us accelerate our transition from a company principally focused on third-party software licensing and professional engineering services to a business in which a growing percentage of revenue is derived from our own high-margin IoT software solutions. We are delighted that Peter has agreed to join our growing team.”

Mr. Biere is an operationally focused senior financial executive with a track record building value in middle market, emerging growth and early stage private and public companies, including eight years as CFO of two NASDAQ listed companies, Zones (now private) and Lumera (now GigPeak, NASDAQ: GIG). Mr. Biere’s technology industry expertise includes R&D and services as well as software and software-as-a-service (SaaS) companies. Mr. Biere’s leadership experience includes business formation, cash management, multiple-stage capital funding, business support systems, teambuilding, exit strategies including IPO and M&A, SEC reporting, SOX implementation and compliance as well as performing interim CEO, COO and general management assignments. Mr. Biere holds a BBA and MA in Accounting from the University of Iowa.

About Bsquare

For more than two decades, Bsquare has helped its customers extract business value from a broad array of physical assets by making them intelligent, connecting them, and using the data they generate to optimize business processes. Bsquare DataV software solutions can be deployed by a wide variety of enterprises to create business-focused Internet of Things (IoT) systems that more effectively monitor device data, automate processes, predict events and produce better business outcomes. Bsquare goes a step further by coupling its purpose-built DataV software with comprehensive analytic and engineering services that can help organizations of all types make IoT a business reality. For more information, visit www.bsquare.com.

Contact

Bsquare contact	Media contact	Investors contact
John Hieger	Leslie Johnson	Leslie Phillips
Bsquare	Engage PR	The Blueshirt Group
+1 425.519.5228	+ 1 510.748.8200	+1 415.217.5869
johnhi@bsquare.com	Bsquare@engagepr.com	leslie@blueshirtgroup.com

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BSQUARE, the BSQUARE Logo and DataV are trademarks of BSQUARE Corporation in the U.S. and other countries. Other names and brands herein may be trademarks of others.