false 0001054721 BSQUARE CORP /WA 0001054721 2022-10-17 2022-10-17

 

 

 

 

 

 

 

 

 

(Exact name of Registrant as specified in its charter)

 

 

 

(Address and Telephone Number 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):

 

 

Securities registered pursuant to Section 12(b) of the Exchange Act:

 

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR § 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR § 240.12b-2).

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 1.01         Entry into a Material Definitive Agreement.

 

On October 17, 2022, Bsquare Corporation (the “Company”) entered into a Cooperation Agreement (the “Cooperation Agreement”) with The Richard A. Karp Trust (the “Karp Trust”), an entity controlled by Mr. Richard Karp, a large shareholder of the Company. Pursuant to the Cooperation Agreement, the Company agreed to present a plan to shareholders at the 2023 annual meeting of shareholders to declassify the Company’s board of directors, and to hold its 2023 and 2024 annual meetings of shareholders in June. Pursuant to the Cooperation Agreement, the Karp Trust has withdrawn its director nominees for the 2022 Annual Meeting and agreed not to nominate any person for director during a standstill period.

 

The foregoing summary of the Cooperation Agreement does not purport to be complete and is qualified in its entirety by reference to the full terms of the Cooperation Agreement, which is attached hereto as Exhibit 10.1 and incorporated herein by reference.

 

Item 7.01         Regulation FD Disclosure.

 

On October 18, 2022, the Company issued a press release announcing the Cooperation Agreement and plan to propose that shareholders declassify the Company’s board of directors. The Company’s press release is attached as Exhibit 99.1 to this current report and is incorporated herein by reference.

 

The information in the press release attached as Exhibit 99.1 hereto shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall such information 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 filing.

 

Item 9.01         Financial Statements and Exhibits.

 

(d) Exhibits.

 

 

 

 

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 hereunto duly authorized.