M&A - Techpoint, Inc.

Form Type: 8-K

Filing Date: 2025-06-02

Corporate Action: Merger

Type: New

Accession Number: 000119312525132858

Filing Summary: On June 2, 2025, Techpoint, Inc. completed a merger with ASMedia Technology Inc. and Apex Merger Sub Inc. according to the Agreement and Plan of Merger dated January 15, 2025. In this merger, Techpoint became a wholly owned subsidiary of ASMedia Technology, with each share of Techpoint's common stock exchanging for $20.00 in cash, subject to certain exceptions. Shares held by Techpoint as treasury stock or held by Parent or Merger Sub were cancelled without compensation. Additionally, outstanding options and restricted stock units were converted to cash payments based on the merger consideration, and equity plans terminated. The merger resulted in a change of control for Techpoint, with all previous directors ceasing their roles and a new management structure in place. Techpoint's Japanese Depositary Shares were also delisted from the Tokyo Stock Exchange on May 29, 2025, and the company plans to file for termination of its registration under Section 12(g) and to suspend reporting obligations, marking significant corporate changes following the merger.

Form Type: S-8 POS

Filing Date: 2025-06-02

Corporate Action: Merger

Type: Update

Accession Number: 000119312525132875

Filing Summary: On June 2, 2025, Techpoint, Inc. filed a Post-Effective Amendment to deregister its Japanese Depositary Shares and shares of Common Stock that remain unsold under several Registration Statements. This action is part of the company's merger with ASMedia Technology Inc., which was executed on the same date, resulting in Techpoint, Inc. becoming a wholly owned subsidiary of ASMedia. The deregistration is in accordance with the Securities Act of 1933 and reflects the company's termination of all offerings under its existing registration statements due to this merger. The document details the registration numbers and various stock incentive plans associated with the deregistration. The certificate of filing indicates that the company meets the requirements for filing on Form S-8, signed by the company's executives.

Form Type: S-8 POS

Filing Date: 2025-06-02

Corporate Action: Merger

Type: Update

Accession Number: 000119312525132876

Filing Summary: On June 2, 2025, Techpoint, Inc., a Delaware corporation, filed a Post-Effective Amendment No. 1 to Form S-8 to deregister all of its Japanese Depositary Shares and shares of Common Stock that remain unsold under various prior Registration Statements. The filing is linked to a recent merger on the same date where Techpoint, Inc. was merged into Apex Merger Sub Inc., a Delaware corporation, as per an Agreement and Plan of Merger dated January 15, 2025. Following the merger, Techpoint became a wholly owned subsidiary of ASMedia Technology Inc. and all offerings of Techpoint's securities under existing registration statements are being terminated. The document notes all shares of Common Stock registered that remain unsold as of the effective date will be deregistered.

Form Type: S-8 POS

Filing Date: 2025-06-02

Corporate Action: Merger

Type: New

Accession Number: 000119312525132877

Filing Summary: On June 2, 2025, Techpoint, Inc. filed a Post-Effective Amendment to deregister its Japanese Depositary Shares (JDS) and common stock that were not sold under several S-8 registration statements. The filing acknowledges that on the same date, a merger occurred where ASMedia Technology Inc. and Apex Merger Sub Inc. merged with Techpoint, making it a wholly owned subsidiary of ASMedia. Consequently, this merger triggers the termination of offerings of the company’s securities per existing registration statements under the Securities Act of 1933, resulting in the deregistration of any shares of common stock that remained unsold.

Form Type: S-8 POS

Filing Date: 2025-06-02

Corporate Action: Merger

Type: Update

Accession Number: 000119312525132879

Filing Summary: On June 2, 2025, Techpoint, Inc. filed a Post-Effective Amendment No. 1 to Form S-8 to deregister its Japanese Depositary Shares and shares of Common Stock under multiple prior Registration Statements. The deregistration follows a merger with ASMedia Technology Inc., where Merger Sub merged with Techpoint, resulting in Techpoint becoming a wholly owned subsidiary of ASMedia. Consequently, Techpoint is terminating all offerings of its securities under the Securities Act of 1933 and is deregistering any unsold shares of Common Stock from the registration statements.

Form Type: S-8 POS

Filing Date: 2025-06-02

Corporate Action: Merger

Type: New

Accession Number: 000119312525132882

Filing Summary: On June 2, 2025, Techpoint, Inc. filed a Post-Effective Amendment to deregister its Japanese Depositary Shares (JDS) and shares of Common Stock associated with multiple Registration Statements on Form S-8. The amendment follows a merger agreement dated January 15, 2025, where Techpoint, Inc. was merged into Apex Merger Sub Inc., with Techpoint continuing as the surviving entity and becoming a wholly owned subsidiary of ASMedia Technology Inc. As a result of this merger, all previously registered securities that remain unsold under these Registration Statements are to be deregistered. The amendment confirms that no shares of Common Stock will be registered for sale post-effectiveness of this filing.

Form Type: S-8 POS

Filing Date: 2025-06-02

Corporate Action: Merger

Type: Update

Accession Number: 000119312525132883

Filing Summary: On June 2, 2025, Techpoint, Inc. filed a Post-Effective Amendment No. 1 to Form S-8 to deregister all its Japanese Depositary Shares (JDS) representing shares of its common stock and all shares of common stock that remain unsold under various prior Registration Statements. This filing follows a merger that took place on the same date, in which Techpoint, Inc. merged with ASMedia Technology Inc., with Techpoint continuing as a wholly owned subsidiary. Consequently, all offerings of securities under the previous registration statements are being terminated, leading to the removal of any unsold shares from registration. The registrant asserts compliance with the filing requirements and has duly authorized the amendment.

Form Type: S-8 POS

Filing Date: 2025-06-02

Corporate Action: Merger

Type: New

Accession Number: 000119312525132884

Filing Summary: On June 2, 2025, Techpoint, Inc., a Delaware corporation, filed a Post-Effective Amendment to deregister its Japanese Depositary Shares (JDS) and common stock under several previously filed Registration Statements. The filing is in connection with a merger agreement dated January 15, 2025, where Techpoint, Inc. merged with ASMedia Technology Inc., becoming a wholly owned subsidiary of ASMedia. This merger prompted the termination of all offerings under existing registration statements, and as a result, all shares of common stock that remain unsold as of the effectiveness of this filing are being deregistered. This marks the end of Techpoint's securities registration under the Securities Act of 1933.

Form Type: 8-K

Filing Date: 2025-05-05

Corporate Action: Merger

Type: New

Accession Number: 000119312525112865

Filing Summary: On May 2, 2025, Techpoint, Inc. held a special meeting of stockholders where proposals related to the proposed merger with ASMedia Technology Inc. were voted on. The merger agreement allows Merger Sub to merge with Techpoint, with the latter becoming a wholly owned subsidiary of ASMedia. The stockholders voted overwhelmingly in favor of the merger agreement and other related proposals, achieving the necessary approval for the transaction to move forward. The closing of the merger is scheduled for June 2, 2025, after all requisite approvals have been secured. The company’s Japanese Depositary Shares will be delisted from the Tokyo Stock Exchange Growth Market on May 29, 2025, as part of the transaction.

Form Type: DEFM14A

Filing Date: 2025-03-17

Corporate Action: Merger

Type: New

Accession Number: 000119312525055299

Filing Summary: Techpoint, Inc. is holding a special meeting of stockholders on May 2, 2025, to vote on the approval of a merger agreement with ASMedia Technology Inc. and Apex Merger Sub Inc., where Techpoint will become a wholly owned subsidiary of ASMedia. Shareholders will receive $20.00 per share in cash for their stock. The document outlines plans for stock options, RSUs, and other equity interests in connection with the merger. The Board of Directors unanimously recommends voting for the merger proposal, an advisory compensation proposal for executives, and an adjournment proposal if necessary. The meeting emphasizes the importance of shareholder attendance and participation in the voting process, outlining requirements for votes and proxy submissions.

Form Type: PREM14A

Filing Date: 2025-03-07

Corporate Action: Merger

Type: New

Accession Number: 000119312525049915

Filing Summary: On January 15, 2025, Techpoint, Inc. entered into an Agreement and Plan of Merger with ASMedia Technology Inc. and Apex Merger Sub Inc. The agreement outlines that on the effective date, each share of Techpoint common stock will be converted into the right to receive $20.00 per share in cash, subject to certain exceptions. Treasury shares and shares held by the Parent or Merger Sub will be canceled without compensation. Options and restricted stock units will also be adjusted or canceled under specific terms. The document emphasizes the importance of a special meeting for stockholders to approve the merger, with at least a majority vote required. The Board of Directors recommends approval of the merger and associated proposals. Absent proper voting, stockholders may lose their rights to appraisal of share value under Delaware law.

Form Type: DEFA14A

Filing Date: 2025-01-15

Corporate Action: Merger

Type: New

Accession Number: 000119312525006664

Filing Summary: On January 15, 2025, Techpoint, Inc. entered into a Merger Agreement with ASMedia Technology Inc. and Apex Merger Sub Inc. According to the agreement, the Merger Sub will be merged into Techpoint, making it a wholly-owned subsidiary of ASMedia. Shareholders of Techpoint will receive $20.00 per share in cash, with exceptions for certain held treasury shares. Options and restricted stock units will be converted to cash awards at the effective time of the merger. The agreement outlines various closing conditions including shareholder approval and regulatory filings. A board recommendation is also included to ensure shareholder adoption of the merger. The effective date for the merger's completion is expected in the second quarter or early third quarter of 2025. Provisions concerning termination fees and restrictions on alternative proposals are stipulated in the merger agreement, alongside the governance of the voting agreements with supporting stockholders who own 32.2% of common stock. The document also notes press releases announcing the merger agreement in both Japanese and English.