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): February 14, 2018

Commission File Number: 000-55843

Techpoint, Inc.

(Exact Name of Registrant as Specified in its Charter)

2550 N. First Street, #550

San Jose, CA 95131 USA

(408) 324-0588

(Address, including zip code, and telephone number,

including area code, 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 Instructions A.2. below):

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. ☒

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Item 2.02 Results of Operations and Financial Condition.

On February 14, 2018 (Japanese Standard Time), Techpoint, Inc. (the “Company”) filed with the Tokyo Stock Exchange a Japanese report referred to as “Kessan Tanshin,” (the “Tanshin”) which contained the Company’s unaudited financial results for the year ended December 31, 2017. A copy of the English translation of the Tanshin is attached hereto as Exhibit 99.1 and is incorporated herein.

The information in this Form 8-K, including Exhibit 99.1, 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 and shall not 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 a filing.

This Form 8-K, including Exhibit 99.1, contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 31E of the Securities Exchange Act of 1934, including but not limited to statements about the Company’s anticipated financial results for the year ending December 31, 2018.  The forward-looking statements in this Form 8-K involve risks and uncertainties, and actual results may differ materially from those referred to in these forward-looking statements due to a number of factors, including but not limited to: the effect of competitive and economic factors on the Company’s business; the fact that the Company has a limited operating history which makes it difficult to evaluate its current and future prospects and future performance; fluctuations in results from period to period as a result of unpredictable volume and timing of customer orders; uncertain demand in the Company’s primary markets; the potential for decreases in the overall average selling prices of its products; changes in the relative sales mix of its products; changes in its cost of finished goods; changes in customer order patterns including order cancellations; the Company’s ability to successfully develop, introduce and sell new or enhanced products in a timely manner; and other events that could disrupt supply, delivery, or demand of the Company’s products. These and other risks that could affect our financial results are set forth in the “Risk Factors” section of the Company’s registration statement on Form S-1 filed with the Securities and Exchange Commission at www.sec.gov. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof.  The Company undertakes no obligation to publicly release or otherwise disclose the result of any revision to these forward-looking statements that may be made as a result of events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.

Item 7.01 Regulation FD Disclosure.

Item 2.02 is incorporated herein by reference.

In the Tanshin, for the year ended December 31, 2017, the Company presents non-GAAP financial information based on the exclusion of $1.4 million in stock-based compensation expense which results in non-GAAP income from operations of $7.8 million and non-GAAP net income of $4.6 million based on a 40.07% effective tax rate. For the year ended December 31, 2016, the Company presents non-GAAP financial information based on the exclusion of $0.4 million in stock-based compensation expense which results in non-GAAP income from operations of $5.8 million and non-GAAP net income of $3.8 million based on a 35.09% effective tax rate.

The following tables contain a reconciliation of the non-GAAP financial measures to the most directly comparable GAAP financial measures.

Note to 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. The Company provides these non-GAAP

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financial measures to enhance the overall understanding of the Company’s current financial performance and its prospects for the future. 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. 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.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

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SIGNATURES

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.

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