UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM SD
SPECIALIZED DISCLOSURE REPORT
Techpoint, Inc.
(Exact name of the registrant as specified in its charter)
Delaware |
|
000-55843 |
(State or other jurisdiction of incorporation) |
|
(Commission File Number) |
2550 N. First Street #550, San Jose, CA |
95131 |
(Address of principal executive offices) |
(Zip code) |
Fumihiro Kozato, President and Chief Executive Officer (408) 324-0588
(Name and telephone number, including area code, of the
person to contact in connection with this report.)
Check the appropriate box to indicate the rule pursuant to which this form is being filed:
☒ |
Rule 13p-1 under the Securities Exchange Act (17 CFR 240.13p-1) for the reporting period from January 1 to December 31, 2023. |
☐ |
Rule 13q-1 under the Securities Exchange Act (17 CFR 240.13q-1) for the fiscal year ended December 31, 2023. |
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Section 1 – Conflict Minerals Disclosure
ITEM 1.01 – Conflict Minerals Disclosure and Report
This Specialized Disclosure Report on Form SD is being filed pursuant to Rule 13p-1 under the Securities Exchange Act of 1934. A copy of Techpoint, Inc.’s Conflict Minerals Report (the “Conflict Minerals Report”) for the period from January 1, 2023 to December 31, 2023 is filed as Exhibit 1.01 to this Form SD and is also available on our website at: https://www.techpoint.co.jp/.
ITEM 1.02 – Exhibit
The Conflict Minerals Report required by Item 1.01 is filed as Exhibit 1.01 to this Form SD.
Section 3 — Exhibits
Item 3.01 Exhibits
Exhibit No. |
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Description |
1.01 |
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Conflict Minerals Report as required by Items 1.01 and 1.02 of this Form SD. |
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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 duly authorized undersigned.
TECHPOINT, INC.
May 23, 2024 |
|
/s/ Fumihiro Kozato |
Date |
|
Fumihiro Kozato President and Chief Executive Officer |
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EXHIBIT 1.01
TECHPOINT, INC.
CONFLICT MINERALS REPORT
For the Year Ended December 31, 2023
This Conflict Minerals Report (“Report”) of Techpoint, Inc. (the “Company”) has been prepared pursuant to Rule 13p-1 and Form SD promulgated under the Securities Exchange Act of 1934 (together, the “Rule”) for the year ended December 31, 2023.
The Rule requires disclosure of certain information when a registrant manufactures or contracts to manufacture products for which the minerals specified in the Rule are necessary to the functionality or production of those products. The Rule further requires the disclosure of information related to the use in their products of minerals originating in the Democratic Republic of the Congo, the Republic of the Congo, Central African Republic, South Sudan, Uganda, Rwanda, Burundi, Tanzania, Zambia and Angola (collectively, “Covered Countries”). The minerals currently subject to the Securities and Exchange Commission’s (“SEC”) disclosure requirements are gold, columbite-tantalite (coltan), cassiterite and wolframite, including their derivatives, which the SEC has currently limited to tantalum, tin and tungsten (collectively, “Conflict Minerals”).
To comply with the Rule, the Company conducted due diligence on the origin, source and chain of custody of the Conflict Minerals that were necessary to the functionality or production of the products that the Company manufactured or contracted to manufacture to ascertain whether these Conflict Minerals originated in a Covered Country and financed or benefited armed groups in any of these countries.
COMPANY OVERVIEW AND PRODUCT DESCRIPTION
The Company is a fabless semiconductor company that designs, markets and sells mixed-signal integrated circuits for multiple video applications in the security surveillance and automotive markets. The Company’s integrated circuits are enabling the transition from standard definition (“SD”), video to high definition (“HD”), video in the security surveillance and automotive industries. The Company targets specific video applications that receive and process HD analog video signals, including surveillance cameras, surveillance digital video recorders (“DVRs”), as well as cameras in automobiles. The Company designs application specific products that utilize the Company’s HD analog transmission technology and perform advanced digital video processing to facilitate the display, transmission and storage of video content.
DESCRIPTION OF SUPPLY CHAIN
As a “fabless” semiconductor company, the Company does not own or operate foundries for the production of silicon wafers from which the Company’s integrated circuits are made. The Company depends on multiple third-party foundry subcontractors to manufacture the Company’s integrated circuit products and for other aspects of the manufacturing process, including assembly, testing and packaging. Under this business model, the Company does not directly purchase the raw materials used in the manufacture of the Company’s products nor does the Company engage in purchasing activities in the Covered Countries. There are multiple tiers of suppliers between the Company and the processing facilities that provide the raw materials used in the manufacture of the Company’s integrated circuits. Raw materials used by the Company’s direct suppliers contain gold, tantalum, tin and tungsten obtained from smelters and refiners that, in turn, source those minerals from mines in various countries. As the Company does not purchase materials directly from these processing facilities, the Company relies on information provided by the Company’s direct suppliers and other industry sources for the purposes of this Specialized Disclosure Report on Form SD.
Part 1 – Due Diligence
DESIGN OF CONFLICT MINERALS PROGRAM
The design of the Company’s Conflict Minerals program is in conformity with the Organization for Economic Co-operation and Development (“OECD”) Due Diligence Guidance for Responsible Supply Chains of Minerals from Conflict-Affected and High-Risk Areas, Third Edition, and related Supplements on Tin, Tantalum and Tungsten and on Gold (collectively, the “OECD Guidance”), as it relates to the Company’s position in the minerals supply chain. Summarized below are the design components of the Company’s Conflict Minerals program as they relate to the five-step framework set forth in the OECD Guidance:
Step One: Establish Strong Company Management Systems
Step Two: Identify and Assess Risks in the Supply Chain
Step Three: Design and Implement Strategies to Respond to Identified Risks
Step Four: Carry Out Independent Third-Party Audit of Supply Chain Due Diligence
As the Company does not source Conflict Minerals directly from processing facilities, the Company relies on the CMRT survey and the Reasonable Country of Origin Inquiry (“RCOI”) to validate the responsible sourcing practices of the suppliers in the Company’s supply chain.
Step Five: Report Annually on Supply Chain Due Diligence
The Company publicly reports on its supply chain due diligence policies and practices by filing a Form SD and the Report with the SEC and is also available in the Investor Relations section of the Company’s website at: https://www.techpoint.co.jp/.
Conclusion Based on Reasonable Country of Origin Inquiry
Based on the results of the Company’s RCOI, (i) the Company determined that gold contained in the Company’s products did not originate from any of the Covered Countries and (ii) the Company believes that other necessary Conflict Minerals (i.e., tin, tungsten and tantalum) contained in the Company’s products may have originated in the Covered Countries. The suppliers of products containing each of tin, tungsten and tantalum have advised the Company that they source these minerals from smelters and refiners that have received a conflict free designation from RMAP.
Description of Due Diligence Measures Performed
Below is a description of the measures the Company performed to exercise due diligence on the source and chain of custody of the necessary Conflict Minerals contained in its products:
Results of Due Diligence Measures and Product Determination
The Company received responses from all of its direct suppliers subject to the CMRT survey for the year ended December 31, 2023. Collectively, their responses listed 105 smelters and refiners within their supply chains. The Company determined this population through the performance of the due diligence measures described above under the caption “Description of Due Diligence Measures Performed.” Based on the Company’s due diligence investigations, the Company reasonably believes that for the year ended December 31, 2023, all Conflict Minerals necessary to the functionality or production of the Company’s products either:
originated from countries other than the Covered Countries;