Item 8.01 Other Events.
On December 15, 2022, the Board of Directors of Techpoint, Inc. (the "Company")
approved a cash dividend of an aggregate of $0.50 per share of common stock
(including common stock underlying its Japanese Depositary Shares ("JDS")) for
fiscal 2023, payable in two equal installments of $0.25 per share. The first
installment of the dividend is payable to stockholders of record as of the close
of business on January 31, 2023 and will be paid on or around February 15, 2023.
The timing for receipt of the dividend payments by individual holders of the
Company's common stock and JDSs will vary due to the payment process for JDS
holders. The amount paid to JDS holders will be reduced by any applicable U.S.
withholding income tax, and then converted into Japanese Yen. Once the dividend
is converted into Japanese Yen, a distribution payment fee and any additional
local taxes will be paid from the distribution amount. As a result, the net
amount of the first dividend installment that is ultimately received by JDS
holders will be less than $0.25 per JDS.
The payment will be made in accordance with and subject to the terms of the
Trust Agreement dated August 31, 2017, between the Company; Mizuho Securities
Co., Ltd.; Mitsubishi UFJ Trust and Banking Corporation; and The Master Trust
Bank of Japan, Ltd., which agreement governs the rights of JDS holders.
The second installment of the dividend is currently anticipated to be paid in
the third fiscal quarter of 2023. Future declarations of dividends and the
establishment of future record dates and payment dates are subject to the final
determination of Company's Board of Directors.
A copy of the press release announcing the cash dividend is attached as Exhibit
99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
Number Description
99.1 Press Release issued on December 16, 2022
Cover Page Interactive Data File (formatted as Inline XBRL and contained
104 in Exhibit 101).
Although we believe that the expectations reflected in the Press Release are
reasonable, we cannot guarantee future results, level of activity, performance
or achievements. The Press Release only as of the date on which it is made. We
disclaim any duty to update any of the Press Release after the date of the Press
Release, except as required by law.
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