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): October 18, 2022

BSQUARE CORPORATION

(Exact name of Registrant as specified in its charter)

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

1415 Western Avenue, Suite 700

Seattle, WA 98101

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 Instructions 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))

Securities registered pursuant to Section 12(b) of the Exchange Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, no par value	BSQR	The NASDAQ Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR § 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR § 240.12b-2).

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

Departure of Director

On October 18, 2022, Davin Cushman notified Bsquare Corporation (the “Company”) that he does not wish to stand for re-election as a member of the Company’s board of directors (the “Board”). As a result, his service on Board will cease, effective immediately following the Company’s annual meeting of shareholders on November 29, 2022. Mr. Cushman had no disagreements with the Company and will be leaving the Board for business and personal reasons. A copy of Mr. Cushman’s letter declining to stand for re-election is filed as Exhibit 99.1. 

Item 9.01         Financial Statements and Exhibits.

(d) Exhibits.

Exhibit	Description
99.1	Letter from Davin Cushman, dated October 19, 2022
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

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
Date: October 20, 2022	By:	/s/ Christopher Wheaton
		Chief Financial and Operating Officer, Secretary and Treasurer

EX-99.1

Exhibit 99.1

The Directors

BSQUARE CORPORATION (the “Company”)

Ladies and Gentlemen:

I hereby confirm that I do not wish to stand for re-election as a member of the Company’s board of directors (the “Board”) and, as a result, my service on the Board and any of its committees (and any other position I may have with the Company or any of its subsidiaries) will cease, effective immediately following the Company’s annual meeting of shareholders on November 29, 2022.

This decision is not due to any disagreement or dispute with the Company on any matter.

By:	/s/ Davin W. Cushman
	Davin W. Cushman

Dated:         October 19, 2022

XML

Document And Entity Information	Oct. 18, 2022
Document Information [Line Items]
Entity, Registrant Name	BSQUARE CORP /WA
Document, Type	8-K
Document, Period End Date	Oct. 18, 2022
Entity, Incorporation, State or Country Code	WA
Entity, File Number	000-27687
Entity, Tax Identification Number	91-1650880
Entity, Address, Address Line One	1415 Western Avenue, Suite 700
Entity, Address, City or Town	Seattle
Entity, Address, State or Province	WA
Entity, Address, Postal Zip Code	98101
City Area Code	425
Local Phone Number	519-5900
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common stock
Trading Symbol	BSQR
Security Exchange Name	NASDAQ
Entity, Emerging Growth Company	false
Amendment Flag	false
Entity, Central Index Key	0001054721