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): July 8, 2019

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))

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 (NASDAQ Global Market)

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

On July 12, 2019, BSQUARE Corporation (the “Company”) announced that Peter Biere will resign from his positions as Company’s Chief Financial Officer, Secretary and Treasurer. Mr. Biere has agreed to remain with the Company for a transitional period while the Company identifies and on-boards his replacement. Mr. Biere’s departure is not related to any disagreement with the Company on any matter relating to the Company’s accounting, financial reporting, operations or other business matters.

Item 7.01Regulation FD Disclosure.

On July 12, 2019, the Company issued a press release announcing Mr. Biere’s departure and that it had no change to its financial guidance for the second quarter of 2019. A copy of the press release is attached as Exhibit 99.1 and incorporated herein by reference.

In accordance with General Instruction B.2 of Form 8-K, the information in the press release attached as Exhibit 99.1 hereto shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit	Description
99.1	Press Release dated July 12, 2019

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: July 12, 2019	By:	/s/ Ralph C. Derrickson
		Ralph C. Derrickson
		President and Chief Executive Officer

EX-99.1

Bsquare Announces CFO Transition PlanExhibit 99.1

Peter Biere to continue as CFO during transition period; No change to guidance for Q2 2019

Bellevue, WA – July 12, 2019 - Bsquare Corporation (NASDAQ: BSQR) today announced it will be making an executive leadership change as part of the restructuring the company announced in May 2019. Peter Biere, CFO, will resign from his position following a transition period that will include the appointment of a new CFO. Mr. Biere, who has served as CFO since December 2016, will continue as CFO until his replacement is identified and on-boarded.

“Throughout his tenure as CFO, Peter has provided sound financial leadership to the company,” said Ralph C Derrickson, President & CEO of Bsquare Corporation.“This is an amicable separation. Our intention in announcing this today is to give Peter and the company the opportunity to pursue all options in an open and transparent manner.  We wish Peter well in his future endeavors.”

Adds Derrickson: “We are continuing to implement the One Bsquare Initiatives we announced in May and have no change to our guidance for Q2 2019.”

About Bsquare

Bsquare builds technology that is powering the next generation of intelligent devices and the systems in which they operate.  We believe the promise of IoT will be realized through the development of intelligent devices and intelligent systems that are cloud-enabled, contribute data, facilitate distributed control & decision making, and operate securely at scale. Bsquare’s suite of services and software components allow our customers to create new revenue streams and operating models while providing new opportunities for lowering costs and improving operations. We serve a global customer base from offices in Bellevue, Washington, the United Kingdom and Taiwan.  For more information, please visit www.bsquare.com.

Cautionary Note Regarding Forward-Looking Statements

This release contains “forward-looking statements” under applicable securities laws. Such statements can be identified by words such as: “expect,” “believe,” “plan,” “future,” “may,” “will,” and similar references to future periods. Forward-looking statements include statements regarding our future leadership, expected financial and operating results, and other statements regarding strategies, growth, or other future events or conditions. Such statements are based on our current beliefs, expectations and assumptions about future events or conditions, which are subject to inherent risks and uncertainties, including our ability to realize the cost savings and other benefits of our planned restructuring initiatives, to execute our business development initiatives and sales and

marketing strategies, to gain new long-term customers and retain existing ones, and to leverage strategic partnering initiatives with companies such as Microsoft, AWS and Intel, along with the other risks and uncertainties discussed in our most recent Annual Report on Form 10-K and other filings with the Securities and Exchange Commission. Actual results may differ materially from those indicated in forward-looking statements, and you should not place undue reliance on them. All statements herein are based only on information currently available to us and speak only as of the date hereof. Except as may be required by law, we undertake no obligation to update any such statement.

Contacts:
Media Contact:
Brendan Hughes
RH Strategic

206-264-0246
bhughes@rhstrategic.com

Investor contact:
Leslie Phillips
Blueshirt Group
+1 415-217-5869
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.