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): November 9, 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 Common Stock Share, $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. ☐

Item 2.02 Results of Operations and Financial Condition.

The information under the caption “Non-GAAP Financial Information” in Item 7.01 below is incorporated by reference into this Item 2.02.

Item 7.01 Regulation FD Disclosure.

Financial Results Forecast

On November 9, 2023 (Japanese Standard Time), Techpoint, Inc. (together with its wholly-owned subsidiaries, the “Company”) filed with the Tokyo Stock Exchange a Japanese report referred to as a “Kessan Tanshin”, which contained the Company’s financial results for the quarter ended September 30, 2023 (the “Tanshin”).

The Tanshin is substantially the same as the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2023, except the following supplemental information is provided in the Tanshin:

•In the Tanshin, the Company included a revised financial result forecast for the year ending December 31, 2023. These forecasted financial results were revised from the forecasted financial results for the year ending December 31, 2023 presented in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on August 10, 2023.

The following table contains the revised forecasted financial results for the year ending December 31, 2023 (in thousands, except for percentages and per share amounts):

Year Ending December 31,	Revenue			Income from Operations			Income Before Income Taxes			Net Income			Non-GAAP Net Income (1)
2023 Previous - Current	$	62,812		$	16,010		$	18,010		$	16,209		$	17,840
	¥	9,395,419		¥	2,394,776		¥	2,693,936		¥	2,424,542		¥	2,668,507
2023 Forecast - Current	$	64,801		$	17,658		$	19,661		$	17,410		$	18,838
	¥	9,692,934		¥	2,641,284		¥	2,940,892		¥	2,604,188		¥	2,817,788
Amount Change	$	1,989		$	1,648		$	1,651		$	1,201		$	998
	¥	297,515		¥	246,508		¥	246,956		¥	179,646		¥	149,281
Percentage Change		3.2	%		10.3	%		9.2	%		7.4	%		5.6	%
2022 Actual	$	65,083		$	19,348		$	19,594		$	17,663		$	19,297
	¥	9,735,115		¥	2,894,074		¥	2,930,871		¥	2,642,032		¥	2,886,445

(1)The current forecasted non-GAAP figures exclude stock-based compensation of $1.6 million and the related income tax impact based on a 11.45% effective tax rate, which was the assumed effective tax rate applied at the time the forecast was made.

Year Ending December 31,	Basic EPS (1)			Diluted EPS (1)			Non-GAAP Basic EPS			Non-GAAP Diluted EPS
2023 Forecast - Previous	$	0.89		$	0.87		$	0.98		$	0.95
	¥	133		¥	130		¥	147		¥	142
2023 Forecast - Current	$	0.95		$	0.94		$	1.03		$	1.01
	¥	142		¥	141		¥	154		¥	151
Amount Change	$	0.06		$	0.07		$	0.05		$	0.06
	¥	9		¥	11		¥	7		¥	9
Percentage Change		6.7	%		8.0	%		5.1	%		6.3	%
2022 Actual	$	0.98		$	0.95		$	1.07		$	1.04
	¥	147		¥	142		¥	160		¥	156

(1)The forecasted basic and diluted earnings per share (“EPS”) for the year ending December 31, 2023 were computed using forecasted weighted average shares outstanding for the year ending December 31, 2023.

1

Although overall worldwide semiconductor demand continues to be somewhat slow in 2023 due to deep inventory corrections in most market segments, the Company is now seeing a stable upward trend of revenue in the second half of the year due to the new project design wins migrating to volume production.

During the past quarters, the Company has won multiple new projects in the automotive market and is now migrating these design wins to volume production. The Company believes that these new design wins will offset weak demand in the security surveillance market and continue to grow the Company’s overall revenue year over year. The Company achieved a record high revenue in the third quarter of this year and believes that it will beat its original full year guidance of financials disclosed in February 2023. The Company is now forecasting another record high revenue of $17.8 million or higher for the fourth quarter of 2023. The Company also believes that demand in the security surveillance market will reach its bottom in the first half of 2024 and starts recovering in the second half of the year.

In July 2023, Techpoint acquired certain assets (including intellectual property to enhance its automotive semiconductor capabilities) of Broadvis Corporation, a privately held company operating in Chengdu, Sichuan, China. Despite the increase in operating expenses associated with this acquisition, the Company is raising its 2023 forecast.

Note on financial results forecast: The above estimates are based on certain assumptions made by the Company’s management as of the date hereof. These assumptions are based on management’s experience and perception of current conditions, trends, expected future developments and other factors believed to be appropriate in the circumstances. Such estimates are subject to a number of assumptions, risks and uncertainties, many of which are beyond the control of the Company and may cause the Company’s actual results to differ materially from the above estimates. Although the Company’s management believes that these assumptions are reasonable, the Company cannot assure you that the Company’s business will develop in accordance with these estimates. Investors are cautioned not to rely on these estimates as it is highly likely that actual results will differ, perhaps materially. These risks include the risk factors detailed in the Company’s Securities and Exchange Commission filings, including the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2023. The Company’s independent auditors have not compiled or been involved in the preparation of the forecasted financial results for the year ending December 31, 2023 or any interim period contained therein. Accordingly, they assume no responsibility for the accuracy or presentation of this information.

Non-GAAP Financial Information

•In the Tanshin, for the nine months ended September 30, 2023 and 2022, the Company presents non-GAAP income from operations based on the exclusion of stock-based compensation expense and non-GAAP net income based on the exclusion of stock-based compensation expense and the related tax impact.

The following tables contain a reconciliation of the non-GAAP financial measures to the most directly comparable GAAP financial measures (in thousands):

Nine Months Ended September 30, 2023	Income from operations		Net income
GAAP	$	12,746	$	12,621
Stock-based compensation expense		1,136		1,136
Adjustment for taxes (1)		—		(130	)
Non-GAAP	$	13,882	$	13,627
(1) Adjustment for taxes based on assumed 11.43% effective tax rate for fiscal 2023 as of September 30, 2023.

2

Nine Months Ended September 30, 2022	Income from operations		Net income
GAAP	$	14,098	$	12,634
Stock-based compensation expense		1,410		1,410
Adjustment for taxes (1)		—		(144	)
Non-GAAP	$	15,508	$	13,900
(1) Adjustment for taxes based on assumed 10.20% effective tax rate for fiscal 2022 as of September 30, 2022.

Note on non-GAAP financial information: The Company uses non-GAAP measures of adjusted income from operations and net income, which are adjusted from results based on GAAP to exclude certain expenses. These non-GAAP financial measures are provided to enhance the user’s overall understanding of the Company’s current financial performance and its prospects for the future. Specifically, the Company’s management believes that non-GAAP results provide useful information to the Company’s board of directors, management and investors as these non-GAAP results exclude certain expenses that management believes are not indicative of the Company’s core operating results and can be impacted by factors beyond management’s direct control, such as the trading value of the Company’s shares. These non-GAAP results are some of the primary measurements management uses to assess the Company’s performance, allocate resources and plan for future periods. Reported non-GAAP results should only be considered as supplemental to results prepared in accordance with GAAP, and not considered as a substitute for, or superior to, GAAP results. These non-GAAP measures may differ from the non-GAAP measures reported by other companies in the Company’s industry. A reconciliation of non-GAAP guidance measures to corresponding GAAP measures on a forward-looking basis is not available due to high variability and low visibility with respect to the charges which are excluded from these non-GAAP measures.

•In the Tanshin, financial statements denominated in Japanese yen are disclosed as supplementary information. The amounts were converted at 149.58 Japanese yen per U.S. dollar, which was the Telegraphic Transfer Middle Rate as per MUFG Bank, Ltd. (formerly Bank of Mitsubishi UFJ) as of September 30, 2023.

•In the Tanshin, for the year ending December 31, 2023, the Company included a dividend forecast of $0.50 per share.

The information in this Current Report on Form 8-K is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section. The information in this Current Report shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Audit Procedures:

This Tanshin is not in the scope of audit procedures by the Company’s independent auditors under the Financial Instruments and Exchange Act of Japan. Additionally, as of the date of this Tanshin, audit procedures performed in accordance with the standards of the Public Company Accounting Oversight Board (“PCAOB”) in the United States have yet to be completed. The Company’s independent auditors have not compiled or been involved in the preparation of the forecasted financial results for the year ending December 31, 2023. Accordingly, they assume no responsibility for the accuracy or presentation of this information.

3

Forward-Looking Statements

The Tanshin and this Current Report on Form 8-K include forward-looking statements that involve a number of risks and uncertainties, many of which are beyond the Company’s control. The Company’s actual results may differ from those anticipated or expressed in these forward-looking statements as a result of various factors, including those set forth in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 and any subsequent Quarterly Reports on Form 10-Q filed with the Securities and Exchange Commission, and the differences may be material. All statements other than statements of historical facts contained in the Tanshin and this Current Report, including statements regarding the Company’s future results of operations and financial position, revenue forecast, strategy, marketing efforts and plans, and its expectations for future operations, including market trends, are forward-looking statements. The words “anticipate”, “believe,” “continue,” “could,” “design,” “estimate,” “forecast,” “intend,” “may,” “plan,” “project,” “will,” or the negative version of these words and similar expressions are intended to identify forward-looking statements. The Company has based these forward-looking statements largely on its current expectations and projections about future events and trends that it believes may affect its financial condition, results of operations, strategy, short-term and long-term business operations and objectives, and financial needs. These forward-looking statements are subject to a number of risks, uncertainties and assumptions, including the following:

• the Company’s future financial performance, including its revenue, cost of sales and operating expenses;

• the Company’s market opportunity and its ability to effectively manage or sustain growth;

• the Company’s ability to attract and retain end-customers in its current or future target markets;

• the Company’s ability to continue to develop new technologies and obtain and maintain intellectual property rights protecting such technologies;

• the Company’s ability to form and expand partnerships with technology partners and consulting partners;

• the Company’s ability to maintain, protect and enhance its intellectual property;

• the Company’s ability to successfully defend litigation brought against the Company;

• new product releases and timing;

• anticipated trends, key factors and challenges in the Company’s business and the competition that it faces;

• the effect of the COVID-19 pandemic on the Company’s business and the success of any measures it has taken or may take in the future in response thereto;

• laws and regulations applicable to the Company’s business, including the expected impact of restrictions to be imposed by trade regulations;

• the impact of global shortages in manufacturing capacities;

• the Company’s liquidity and working capital requirements; and

• the Company’s expectations regarding future expenses and investments.

In light of these risks, uncertainties and assumptions the forward-looking events and circumstances discussed in the Tanshin and this Current Report may not occur, and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements. Although the Company believes that the expectations reflected in the forward-looking statements are reasonable, it cannot guarantee future results, level of activity, performance or achievements. Any forward-looking statement made by the Company in the Tanshin and this Current Report speaks only as of the date on which it is made. The Company does not intend to update any of these forward-looking statements after the date of the Tanshin and this Current Report, except as required by law.

4

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: November 9, 2023	By:	/s/ Fumihiro Kozato
		Fumihiro Kozato
		President and Chief Executive Officer (Principal Executive Officer)

5

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Document and Entity Information	Nov. 09, 2023
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Nov. 09, 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 oneCommon Stock Share, $0.0001 par value per share
Trading Symbol	M-6697
Security Exchange Name	NONE