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| CIK | 1054721 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to BSquare Corp
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
| December 18, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number: 000-27687 BSQUARE CORPORATION (Exact name of registrant as specified in its |
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| December 13, 2023 |
BSQR / BSquare Corp / GARDNER LEWIS ASSET MANAGEMENT L P Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* BSQUARE CORPORATION (Name of Issuer) Common Stock, no par value (Title of Class of Securities) 11776U300 (CUSIP Number) Gardner Lewis Asset Management, L.P. Attn: Denise Caruso, Chief Compliance Officer 285 Wilmington West Chester Pike, Chadds Ford, PA 1 |
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| December 11, 2023 |
BSQR / BSquare Corp / Karp Richard Alan - SC 13DA Activist Investment SC 13D/A 1 bsqrsc13da.htm SC 13DA SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No. 4)1 Bsquare Corporation (Name of Issuer) Common Stock, no par value (Title of Class of Securities) 11776U300 (CUSIP Number) Richard A Karp |
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| December 8, 2023 |
As filed with the Securities and Exchange Commission on December 8, 2023 As filed with the Securities and Exchange Commission on December 8, 2023 Registration Statement File No. |
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| December 8, 2023 |
As filed with the Securities and Exchange Commission on December 8, 2023 As filed with the Securities and Exchange Commission on December 8, 2023 Registration Statement File No. |
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| December 8, 2023 |
BSQR / BSquare Corp / Palogic Value Management, L.P. - SC 13D/A Activist Investment SC 13D/A 1 d636713dsc13da.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 8)* BSQUARE CORPORATION (Name of Issuer) Common Stock, No Par Value (Title of Class of Securities) 11776U300 (CUSIP Number) Palogic Value Management, L.P. Attn: Ryan L. Vardeman 5310 Harvest Hill Road, Suite 110 Dallas, |
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| December 8, 2023 |
As filed with the Securities and Exchange Commission on December 8, 2023 As filed with the Securities and Exchange Commission on December 8, 2023 Registration Statement File No. |
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| December 8, 2023 |
As filed with the Securities and Exchange Commission on December 8, 2023 As filed with the Securities and Exchange Commission on December 8, 2023 Registration Statement File No. |
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| December 8, 2023 |
As filed with the Securities and Exchange Commission on December 8, 2023 As filed with the Securities and Exchange Commission on December 8, 2023 Registration Statement File No. |
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| December 8, 2023 |
As filed with the Securities and Exchange Commission on December 8, 2023 As filed with the Securities and Exchange Commission on December 8, 2023 Registration Statement File No. |
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| December 8, 2023 |
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): December 7, 2023 BSQUARE CORPORATION (Exact name of registrant as specified in its charter) Washington 000-27687 91-1650880 (State or Other Jurisdiction of Incorporation) (Commission |
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| December 8, 2023 |
As filed with the Securities and Exchange Commission on December 8, 2023 As filed with the Securities and Exchange Commission on December 8, 2023 Registration Statement File No. |
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| December 8, 2023 |
SEPARATION AND RELEASE AGREEMENT Exhibit 10.1 SEPARATION AND RELEASE AGREEMENT THIS SEPARATION AND RELEASE AGREEMENT (“Agreement”) is made between RALPH C. DERRICKSON (“Employee”) and BSQUARE CORPORATION (“BSQUARE” or “Employer”), and is in consideration of their mutual undertakings as set forth in this Agreement. The purpose of this Agreement is to clearly document the terms and conditions of Employee’s separation from employmen |
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| December 8, 2023 |
As filed with the Securities and Exchange Commission on December 8, 2023 As filed with the Securities and Exchange Commission on December 8, 2023 Registration Statement File No. |
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| December 8, 2023 |
As filed with the Securities and Exchange Commission on December 8, 2023 As filed with the Securities and Exchange Commission on December 8, 2023 Registration Statement File No. |
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| December 8, 2023 |
As filed with the Securities and Exchange Commission on December 8, 2023 As filed with the Securities and Exchange Commission on December 8, 2023 Registration Statement File No. |
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| December 8, 2023 |
Exhibit 10.2 TRANSITION SERVICES AGREEMENT This Transition Services Agreement (this “Agreement”) is made and entered into as of this 7th day of December, 2023 (the “Effective Date”), and the Services (as defined below) shall commence on the 15th day of January, 2024 (the “Commencement Date”), by and between Ralph C. Derrickson, an individual (“Service Provider”), and Kontron America, Incorporated, |
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| December 8, 2023 |
Exhibit 3.2 Amended and restated Bylaws of Bsquare Corporation Effective as of December 7, 2023 ARTICLE 1 IDENTIFICATION; OFFICES Section 1.1. Name. The name of the corporation is “Bsquare Corporation” (the “Corporation”). The Corporation may do business under that name and under any other name or names that the board of directors select. If the Corporation does business under a name other than th |
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| December 8, 2023 |
SECOND AMENDED AND RESTATED ARTICLES OF INCORPORATION BSQUARE CORPORATION Article 1 Business Name Exhibit 3.1 SECOND AMENDED AND RESTATED ARTICLES OF INCORPORATION OF BSQUARE CORPORATION Article 1 Business Name Section 1.1. The name of the corporation is Bsquare Corporation (the “Corporation”). Article 2 Period of Duration Section 2.1. The Corporation shall have a perpetual duration. Article 3 Registered Agent Section 3.1. Fairchild Record Search, Ltd., a commercial registered agent, is the re |
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| December 8, 2023 |
As filed with the Securities and Exchange Commission on December 8, 2023 As filed with the Securities and Exchange Commission on December 8, 2023 Registration Statement File No. |
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| December 8, 2023 |
As filed with the Securities and Exchange Commission on December 8, 2023 As filed with the Securities and Exchange Commission on December 8, 2023 Registration Statement File No. |
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| December 8, 2023 |
As filed with the Securities and Exchange Commission on December 8, 2023 As filed with the Securities and Exchange Commission on December 8, 2023 Registration Statement File No. |
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| December 8, 2023 |
As filed with the Securities and Exchange Commission on December 8, 2023 As filed with the Securities and Exchange Commission on December 8, 2023 Registration Statement File No. |
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| December 7, 2023 |
KONTRON AND BSQUARE ANNOUNCE SUCCESSFUL COMPLETION OF TENDER OFFER Exhibit (a)(5)(d) KONTRON AND BSQUARE ANNOUNCE SUCCESSFUL COMPLETION OF TENDER OFFER Seattle, Washington and Linz, Austria—December 7, 2023: Kontron AG (“Kontron”), a global leader in IoT Technology, and Bsquare Corporation (Nasdaq: BSQR) (“Bsquare”), an expert in developing and deploying software technologies for the makers and operators of connected devices, today jointly announced the successful completion of the previously commenced tender offer (the “Offer”) by Kontron Merger Sub. |
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| December 7, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 4) BSQUARE CORPORATION (Name of Subject Company) BSQUARE CORPORATION (Name of Person(s) Filing Statement) Common Stock, no par value per share (Title of Class of Securities) 11776 |
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| December 7, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 4) BSQUARE CORPORATION (Name of Subject Company) KONTRON MERGER SUB., INC. (Offeror) A Wholly Owned Subsidiary of KONTRON AMERICA, INCORPORATED (Offeror) COMMON STOCK, NO PAR VALUE (Title of Class o |
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| November 30, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 3) BSQUARE CORPORATION (Name of Subject Company) BSQUARE CORPORATION (Name of Person(s) Filing Statement) Common Stock, no par value per share (Title of Class of Securities) 11776 |
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| November 30, 2023 |
KONTRON AND BSQUARE URGE SHAREHOLDERS TO TENDER AS SOON AS POSSIBLE Exhibit (a)(5)(C) KONTRON AND BSQUARE URGE SHAREHOLDERS TO TENDER AS SOON AS POSSIBLE • Act today – ensure your tender is received by the December 6, 2023 deadline • Questions – contact your broker or D. |
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| November 30, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 3) BSQUARE CORPORATION (Name of Subject Company) KONTRON MERGER SUB., INC. (Offeror) A Wholly Owned Subsidiary of KONTRON AMERICA, INCORPORATED (Offeror) COMMON STOCK, NO PAR VALUE (Title of Class o |
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| November 22, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 2) BSQUARE CORPORATION (Name of Subject Company) BSQUARE CORPORATION (Name of Person(s) Filing Statement) Common Stock, no par value per share (Title of Class of Securities) 11776U300 |
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| November 22, 2023 |
KONTRON AND BSQUARE ANNOUNCE EXTENSION OF TENDER OFFER FOR ALL OUTSTANDING SHARES OF BSQUARE Exhibit (a)(5)(B) KONTRON AND BSQUARE ANNOUNCE EXTENSION OF TENDER OFFER FOR ALL OUTSTANDING SHARES OF BSQUARE Seattle, Washington and Linz, Austria—November 22, 2023: Kontron America, Incorporated (“Kontron”), a global leader in IoT Technology, and Bsquare Corporation (Nasdaq: BSQR) (“Bsquare”), an expert in developing and deploying software technologies for the makers and operators of connected devices, today jointly announced that Kontron Merger Sub. |
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| November 22, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 2) BSQUARE CORPORATION (Name of Subject Company) KONTRON MERGER SUB., INC. (Offeror) A Wholly Owned Subsidiary of KONTRON AMERICA, INCORPORATED (Offeror) COMMON STOCK, NO PAR VALUE (Title of Class o |
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| November 13, 2023 |
BSQR / BSquare Corp / GARDNER LEWIS ASSET MANAGEMENT L P Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* BSQUARE CORPORATION (Name of Issuer) Common Stock, no par value (Title of Class of Securities) 11776U300 (CUSIP Number) Gardner Lewis Asset Management, L.P. Attn: Denise Caruso, Chief Compliance Officer 285 Wilmington West Chester Pike, Chadds Ford, PA 19 |
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| November 9, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 1) BSQUARE CORPORATION (Name of Subject Company) KONTRON MERGER SUB., INC. (Offeror) A Wholly Owned Subsidiary of KONTRON AMERICA, INCORPORATED (Offeror) COMMON STOCK, NO PAR VALUE (Title of Class o |
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| November 9, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-27687 BSQUARE CORPORAT |
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| November 9, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1) BSQUARE CORPORATION (Name of Subject Company) BSQUARE CORPORATION (Name of Person(s) Filing Statement) Common Stock, no par value per share (Title of Class of Securities) 11776 |
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| October 24, 2023 |
Exhibit (a)(1)(C) NOTICE OF GUARANTEED DELIVERY For Tender of Shares of Common Stock of BSQUARE CORPORATION a Washington corporation at $1. |
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| October 24, 2023 |
Exhibit (a)(1)(E) Offer To Purchase For Cash All Outstanding Shares of Common Stock of BSQUARE CORPORATION a Washington corporation at $1. |
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| October 24, 2023 |
Exhibit (d)(2) CONFIDENTIALITY AGREEMENT This Confidentiality Agreement (the “Agreement”), effective as of June 12, 2023 (the “Effective Date”), is by and between Bsquare Corporation, a Washington corporation (the “Disclosing Party”) and Kontron AG (the “Recipient”). |
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| October 24, 2023 |
Exhibit (a)(1)(A) Offer to Purchase for Cash All Outstanding Shares of Common Stock of BSQUARE CORPORATION at $1. |
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| October 24, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 BSQUARE CORPORATION (Name of Subject Company) BSQUARE CORPORATION (Name of Person(s) Filing Statement) Common Stock, no par value per share (Title of Class of Securities) 11776U300 (CUSIP Number |
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| October 24, 2023 |
Exhibit (a)(1)(B) LETTER OF TRANSMITTAL To Tender Shares of Common Stock of BSQUARE CORPORATION a Washington corporation at $1. |
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| October 24, 2023 |
Exhibit (a)(1)(D) Offer To Purchase For Cash All Outstanding Shares of Common Stock of BSQUARE CORPORATION a Washington corporation at $1. |
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| October 24, 2023 |
Notice of Offer to Purchase for Cash All Outstanding Shares of Common Stock of BSQUARE CORPORATION Exhibit (a)(1)(F) This announcement is neither an offer to purchase nor a solicitation of an offer to sell Shares (as defined below), and the provisions herein are subject in their entirety to the provisions of the Offer (as defined below). |
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| October 24, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 BSQUARE CORPORATION (Name of Subject Company) KONTRON MERGER SUB., INC. (Offeror) A Wholly Owned Subsidiary of KONTRON AMERICA, INCORPORATED (Offeror) COMMON STOCK, NO PAR VALUE (Title of Class of Securities) 1177 |
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| October 24, 2023 |
Exhibit 107 Calculation of Filing Fee Tables Schedule TO BSQUARE CORPORATION (Name of Subject Company (issuer)) KONTRON MERGER SUB. |
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| October 23, 2023 |
JOINT ACQUISITION STATEMENT PURSUANT TO SECTION 240.13d-1(k) EX-99.1 2 ny20012223x3ex-1.htm EXHIBIT 1 EXHIBIT 1 to SCHEDULE 13D JOINT ACQUISITION STATEMENT PURSUANT TO SECTION 240.13d-1(k) The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13D shall be filed on behalf of each of the undersigned without the necessity |
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| October 23, 2023 |
BSQR / BSquare Corp / Kontron Merger Sub., Inc. - FORM SC 13D Activist Investment SC 13D 1 ny20012223x3sc13d.htm FORM SC 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Bsquare Corporation (Name of Issuer) Common Stock, no par value (Title of Class of Securities) 11776U300 (Cusip Number) Jay H. Knight Barnes & Thornburg LLP 827 19th Avenue South, Suite 930 Nashville, Tennessee 372 |
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| October 13, 2023 |
BSQR / BSquare Corp / Palogic Value Management, L.P. - SC 13D/A Activist Investment SC 13D/A 1 d567765dsc13da.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 7)* BSQUARE CORPORATION (Name of Issuer) Common Stock, No Par Value (Title of Class of Securities) 11776U300 (CUSIP Number) Palogic Value Management, L.P. Attn: Ryan L. Vardeman 5310 Harvest Hill Road, Suite 110 Dallas, |
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| October 11, 2023 |
Exhibit 99.2 TENDER AND SUPPORT AGREEMENT This TENDER AND SUPPORT AGREEMENT (this “Agreement”), dated as of October 11, 2023, is entered into by and among Kontron America, Incorporated, a Delaware corporation (“Parent”), Kontron Merger Sub., Inc., a Delaware corporation and wholly-owned subsidiary of Parent (“Merger Sub”), and the undersigned shareholder (the “Shareholder”). All terms used but not |
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| October 11, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 BSQUARE CORPORATION (Name of Subject Company) KONTRON MERGER SUB., INC. (Offeror) A Wholly Owned Subsidiary of KONTRON AMERICA, INCORPORATED (Parent of Offeror) COMMON STOCK, NO PAR VALUE (Title of Class of Securi |
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| October 11, 2023 |
Exhibit 2.1 AGREEMENT AND PLAN OF MERGER by and among Bsquare Corporation, a Washington corporation, Kontron America, Incorporated, a Delaware corporation, and Kontron Merger Sub., Inc., a Delaware corporation Dated as of October 11, 2023 TABLE OF CONTENTS section 1 THE OFFER 2 1.1 The Offer 2 1.2 Company Actions 4 section 2 MERGER TRANSACTION 5 2.1 Merger of Merger Sub into the Company 5 2.2 Effe |
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| October 11, 2023 |
Exhibit 99.2 Company Email To: BSQR All Employees Dear Colleagues: Today I am excited to share that Bsquare Corporation (“Bsquare”) is embarking on a new chapter. Moments ago, we announced that we entered into an agreement for Bsquare to be acquired by a subsidiary of Kontron America, Incorporated (“Kontron”), a leading IoT solutions company. A copy of the press release, which includes more detail |
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| October 11, 2023 |
KONTRON TO ACQUIRE BSQUARE FOR $1.90 PER SHARE Exhibit 99.1 KONTRON TO ACQUIRE BSQUARE FOR $1.90 PER SHARE • The Bsquare acquisition expands Kontron’s IoT offering by adding extensive software capabilities, and enables Kontron to more effectively market its European software solutions in North America. Seattle, Washington and Linz, Austria—October 11, 2023: Kontron America, Incorporated (“Kontron”), a global leader in IoT Technology, and Bsqua |
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| October 11, 2023 |
Exhibit 99.4 Business Partners Communication Upon announcement of the proposed acquisition of Bsquare Corporation (“Bsquare”) by Kontron America, Incorporated (“Kontron”), Bsquare and Kontron are providing the following information to customers: ● Kontron and Bsquare have executed a merger agreement whereby Kontron will commence a tender offer for the outstanding shares of Bsquare. Under the agree |
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| October 11, 2023 |
Financial Statements and Exhibits 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): October 11, 2023 BSQUARE CORPORATION BSQUARE CORP /WA (Exact name of registrant as specified in its charter) Washington 000-27687 91-1650880 (State or Other Jurisdiction of Incorporat |
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| October 11, 2023 |
KONTRON TO ACQUIRE BSQUARE FOR $1.90 PER SHARE Exhibit 99.1 KONTRON TO ACQUIRE BSQUARE FOR $1.90 PER SHARE • The Bsquare acquisition expands Kontron’s IoT offering by adding extensive software capabilities, and enables Kontron to more effectively market its European software solutions in North America. Seattle, Washington and Linz, Austria—October 11, 2023: Kontron America, Incorporated (“Kontron”), a global leader in IoT Technology, and Bsqua |
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| October 11, 2023 |
Exhibit 99.3 Internal Communication / Employee FAQs Purpose: The following frequently asked questions and related answers have been developed as a communication guide for Bsquare’s Senior Leadership Team to support conversations resulting from the news issued by Bsquare on October 11, 2023. News and Deal Facts What is the news? Bsquare, a leading provider of connected solutions, announced that Kon |
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| October 11, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 BSQUARE CORPORATION (Name of Subject Company) BSQUARE CORPORATION (Name of Person(s) Filing Statement) Common Stock, no par value per share (Title of Class of Securities) 11776U300 (CUSIP Number of Class of Securi |
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| August 10, 2023 |
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): August 10, 2023 BSQUARE CORPORATION BSQUARE CORP /WA (Exact name of Registrant as specified in its charter) Washington 000-27687 91-1650880 (State or Other Jurisdiction of Incorporati |
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| August 10, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-27687 BSQUARE CORPORATION ( |
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| August 10, 2023 |
Exhibit 99.1 FOR IMMEDIATE RELEASE Bsquare Announces Second Quarter 2023 Financial Results Stable operating results; Exploring strategic options Seattle, WA – August 10, 2023 – Bsquare Corporation (NASDAQ: BSQR) today announced financial results for the second quarter of 2023. Total revenue was $6.5 million, a decrease of $1.6 million or 20% compared to the first quarter of 2023. Gross profit incr |
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| August 9, 2023 |
DLA Piper LLP (US) 701 Fifth Avenue, Suite 6900 Seattle, Washington 98104-7044 www. |
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| June 20, 2023 |
BSQR / BSquare Corp / Karp Richard Alan - SC 13D/A Activist Investment SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No. |
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| June 16, 2023 |
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): June 15, 2023 BSQUARE CORPORATION BSQUARE CORP /WA (Exact name of Registrant as specified in its charter) Washington 000-27687 91-1650880 (State or Other Jurisdiction (Commission (IRS |
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| May 11, 2023 |
Bsquare Announces First Quarter 2023 Financial Results Revenue stable; Improving operating results Exhibit 99.1 FOR IMMEDIATE RELEASE Bsquare Announces First Quarter 2023 Financial Results Revenue stable; Improving operating results Seattle, WA – May 11, 2023 – Bsquare Corporation (NASDAQ: BSQR) today announced financial results for the first quarter of 2023. Total revenue was $8.1 million, an increase of $0.2 million or 2% compared to the fourth quarter of 2022. Gross profit was in-line with t |
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| May 11, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ` UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-27687 BSQUARE CORPORATIO |
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| May 11, 2023 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): May 11, 2023 BSQUARE CORPORATION BSQUARE CORP /WA (Exact name of Registrant as specified in its charter) Washington 000-27687 91-1650880 (State or Other Jurisdiction of Incorporation) |
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| May 1, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State |
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| April 21, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State |
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| March 7, 2023 |
Exhibit 99.1 FOR IMMEDIATE RELEASE Bsquare Announces Fourth Quarter 2022 Financial Results Strong cash reserves; Exploring strategic alternatives in 2023 Seattle, WA – March 7, 2023 – Bsquare Corporation (NASDAQ: BSQR) today announced financial results for the fourth quarter of 2022. Revenue was $8.0 million, a decrease of $0.5 million or 5% from third quarter 2022. Fourth quarter operating expens |
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| March 7, 2023 |
Results of Operations and Financial Condition 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): March 7, 2023 BSQUARE CORPORATION BSQUARE CORP /WA (Exact name of Registrant as specified in its charter) Washington 000-27687 91-1650880 (State or Other Jurisdiction of Incorporation |
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| March 7, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-27687 BSQUARE |
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| March 7, 2023 |
Subsidiaries of the registrant Exhibit 21.1 SUBSIDIARIES OF THE REGISTRANT The following is a list of subsidiaries of the registrant as of December 31, 2022. Name Jurisdiction of incorporation or organization BSQUARE EMEA Limited United Kingdom |
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| March 2, 2023 |
Letter Agreement, dated February 8, 2023. Exhibit 10.1 SIDE LETTER AND AGREEMENT February 8, 2023 Richard A Karp c/o TicTran Corp 849 Independence Ave Ste B Ladies and Gentlemen: Reference is made to that certain Cooperation Agreement dated as October 17, 2022 (the “Cooperation Agreement”), by and between BSQUARE Corporation (the “Company”) and The Richard A. Karp Trust (“Karp Trust”) and to that certain Mutual Non-Disclosure Agreement da |
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| March 2, 2023 |
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 27, 2023 BSQUARE CORPORATION (Exact name of Registrant as specified in its charter) Washington (State or Other Jurisdiction of Incorporation) 000-27687 (Commission File Numbe |
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| January 31, 2023 |
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): January 25, 2023 BSQUARE CORPORATION (Exact name of Registrant as specified in its charter) Washington (State or Other Jurisdiction of Incorporation) 000-27687 (Commission File Number |
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| January 31, 2023 |
Continuing Offer Letter between the Company and Ms. Cheryl Wynne EX-10.1 2 ex470038.htm EXHIBIT 10.1 Exhibit 10.1 January 30, 2023 Cheryl Wynne Re: Promotion to Chief Financial Officer Dear Cheryl: On behalf of Bsquare Corporation (“Bsquare”), I am pleased to confirm our verbal offer of employment as Chief Financial Officer. This letter sets out the terms of your continued employment in this new capacity, commencing on or around February 17, 2023 should you acc |
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| January 31, 2023 |
Bsquare Announces New Chief Financial Officer Cheryl Wynne appointed Chief Financial Officer Exhibit 99.1 Bsquare Announces New Chief Financial Officer Cheryl Wynne appointed Chief Financial Officer Seattle, WA – January 31, 2022 - Bsquare Corporation (NASDAQ: BSQR), announced that Chris Wheaton will be stepping down as Chief Financial Officer and Chief Operating Officer and that Cheryl Wynne is being appointed Chief Financial Officer effective with Mr. Wheaton’s departure from the role e |
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| December 7, 2022 |
Financial Statements and Exhibits, Costs Associated with Exit or Disposal Activities 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): December 5, 2022 BSQUARE CORPORATION (Exact name of Registrant as specified in its charter) Washington 000-27687 91-1650880 (State or Other Jurisdiction (Commission (IRS Employer Iden |
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| November 30, 2022 |
Financial Statements and Exhibits, Other Events, Submission of Matters to a Vote of Security Holders 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): November 29, 2022 BSQUARE CORPORATION BSQUARE CORP /WA (Exact name of Registrant as specified in its charter) Washington 000-27687 91-1650880 (State or Other Jurisdiction (Commission |
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| November 29, 2022 |
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): November 28, 2022 BSQUARE CORP /WA BSQUARE CORPORATION (Exact name of Registrant as specified in its charter) Washington 000-27687 91-1650880 (State or Other Jurisdiction (Commission |
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| November 29, 2022 |
Exhibit 99.1 FOR IMMEDIATE RELEASE Bsquare Announces Share Repurchase Plan Board approves plan to repurchase up to $5 million of common stock Seattle, WA – November 29, 2022 – Bsquare Corporation (NASDAQ: BSQR) (“Bsquare” or the “Company”) announced today that its Board of Directors has approved a plan to repurchase up to $5 million of its common stock (the “Share Repurchase Program”). “Our operat |
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| November 10, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): November 10, 2022 BSQUARE CORPORATION BSQUARE CORP /WA (Exact name of Registrant as specified in its charter) Washington 000-27687 91-1650880 (State or Other Jurisdiction of Incorpora |
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| November 10, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-27687 BSQUARE CORPORAT |
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| November 10, 2022 |
Exhibit 99.1 FOR IMMEDIATE RELEASE Bsquare Announces Third Quarter 2022 Financial Results Partner Solutions revenue thwarted by economic headwinds and ongoing supply chain issues Seattle, WA ? November 10, 2022 ? Bsquare Corporation (NASDAQ: BSQR) today announced financial results for the third quarter of 2022. Total revenue was $8.4 million, a decrease of $2.0 million or 19% compared to the secon |
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| October 20, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State |
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| October 20, 2022 |
Exhibit 99.1 The Directors BSQUARE CORPORATION (the ?Company?) Ladies and Gentlemen: I hereby confirm that I do not wish to stand for re-election as a member of the Company?s board of directors (the ?Board?) and, as a result, my service on the Board and any of its committees (and any other position I may have with the Company or any of its subsidiaries) will cease, effective immediately following |
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| October 20, 2022 |
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): October 18, 2022 BSQUARE CORPORATION (Exact name of Registrant as specified in its charter) Washington 000-27687 91-1650880 (State or Other Jurisdiction (Commission (IRS Employer Iden |
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| October 19, 2022 |
Joint Filing Agreement, dated October 19, 2022. EXHIBIT 99.2 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including additional amendments thereto) with respect to the shares of Common Stock, no par value per share, of Bsquare Corporation. This Joint Filing Agreement |
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| October 19, 2022 |
BSQR / BSQUARE Corporation / Karp Richard Alan - FORM SC 13DA Activist Investment SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No. |
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| October 18, 2022 |
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): October 17, 2022 BSQUARE CORPORATION (Exact name of Registrant as specified in its charter) Washington 000-27687 91-1650880 (State or Other Jurisdiction (Commission (IRS Employer Iden |
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| October 18, 2022 |
Exhibit 99.1 Bsquare Announces Plans to Declassify Board Company will seek to amend articles at 2023 Annual Shareholder Meeting Seattle, WA ? October 18, 2022 ? Bsquare Corporation (NASDAQ: BSQR) (the "Company") announced today that it entered into a Cooperation Agreement (the "Agreement") with Richard ("Dick") Karp, a large shareholder. Pursuant to the Agreement the Company agreed to present a pl |
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| October 18, 2022 |
Cooperation Agreement, October 17, 2022 Exhibit 10.1 COOPERATION AGREEMENT This Cooperation Agreement (this ?Agreement?) is entered into as of October 17, 2022 (the ?Effective Date?) by and between Bsquare Corporation (the ?Company?) and The Richard A. Karp Trust (?Karp?). The parties may be referred to separately as a ?Party? or collectively as the ?Parties?. RECITALS WHEREAS, on January 27, 2022, Karp sent a notice of shareholder nomi |
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| September 9, 2022 |
BSQR / BSQUARE Corporation / Karp Richard Alan - SC 13D/A Activist Investment SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No. |
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| August 11, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): August 11, 2022 BSQUARE CORPORATION BSQUARE CORP /WA (Exact name of Registrant as specified in its charter) Washington 000-27687 91-1650880 (State or Other Jurisdiction of Incorporati |
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| August 11, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-27687 BSQUARE CORPORATION ( |
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| August 11, 2022 |
Exhibit 99.1 FOR IMMEDIATE RELEASE Bsquare Announces Second Quarter 2022 Financial Results Revenue increases quarter over quarter; Healthy balance sheet provides options for growth Seattle, WA ? August 11, 2022 ? Bsquare Corporation (NASDAQ: BSQR) today announced financial results for the second quarter of 2022. Total revenue was $10.4 million, an improvement of $0.7 million or 7% compared to the |
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| August 8, 2022 |
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): August 2, 2022 BSQUARE CORP /WA BSQUARE CORPORATION (Exact name of Registrant as specified in its charter) Washington 000-27687 91-1650880 (State or Other Jurisdiction (Commission (IR |
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| August 8, 2022 |
Bsquare Corporation Welcomes Bernee D.L. Strom to the Board of Directors Exhibit 99.1 Bsquare Corporation Welcomes Bernee D.L. Strom to the Board of Directors Bsquare Corporation August 8, 2022 Seattle, Washington. Bsquare Corporation announced today the appointment of Bernee D. L. Strom to the Board of Directors. Ms. Strom brings a breadth of experience as an entrepreneur who has founded and run a number of companies across a diverse set of industries. A seasoned publ |
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| July 29, 2022 |
EXHIBIT 99.2 POWER OF ATTORNEY Know all by these presents, that the undersigned hereby constitutes and appoints Richard A. Karp, the undersigned?s true and lawful attorney-in-fact to take any and all action in connection with (i) the undersigned?s beneficial ownership of, or participation in a group with respect to, securities of BSquare Corporation, a Washington corporation (the ?Company?), direc |
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| July 29, 2022 |
BSQR / BSQUARE Corporation / Karp Richard Alan - SC 13D Activist Investment SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No. |
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| July 29, 2022 |
EXHIBIT 99.1 GROUP AGREEMENT WHEREAS, certain of the undersigned are shareholders, direct or beneficial, of BSquare Corporation, a Washington corporation (the ?Company?); WHEREAS, The Richard A. Karp Trust, Richard A. Karp, Michael Karp and Sean Kelly (the ?Group?) wish to form a group for the purpose of seeking representation on the Board of Directors of the Company (the ?Board?) at the 2022 annu |
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| June 29, 2022 |
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): June 29, 2022 BSQUARE CORPORATION (Exact name of Registrant as specified in its charter) Washington 000-27687 91-1650880 (State or Other Jurisdiction (Commission (IRS Employer Identif |
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| May 20, 2022 |
BSQR / BSQUARE Corporation / Karp Richard Alan - SC 13D/A Activist Investment SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No. |
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| May 13, 2022 |
BSQR / BSQUARE Corporation / Karp Richard Alan - SC 13D Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No.)* (Name of Issuer) BSQUARE CORPORATION (Title of Class of Securities) Common Stock, no par value (CUSIP Number) 11776U300 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) Richard A Karp c/o TicTran Corp 849 Inde |
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| May 12, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-27687 BSQUARE CORPORATION |
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| May 12, 2022 |
Exhibit 99.1 FOR IMMEDIATE RELEASE Bsquare Announces First Quarter 2022 Financial Results Revenue increases quarter over quarter; Company initiates device maker marketing Seattle, WA ? May 12, 2022 ? Bsquare Corporation (NASDAQ: BSQR) today announced financial results for the first quarter of 2022. Total revenue was $9.7 million, an improvement of $0.7 million or 7% compared to the fourth quarter |
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| May 12, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): May 12, 2022 BSQUARE CORPORATION (Exact name of Registrant as specified in its charter) Washington 000-27687 91-1650880 (State or Other Jurisdiction of Incorporation) (Commission File |
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| May 2, 2022 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 -12-31FY2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commissi |
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| March 10, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-27687 BSQUARE |
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| March 10, 2022 |
Subsidiaries of the registrant Exhibit 21.1 SUBSIDIARIES OF THE REGISTRANT The following is a list of subsidiaries of the registrant as of December 31, 2021. Name Jurisdiction of incorporation or organization BSQUARE KK Japan BSQUARE EMEA Limited United Kingdom |
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| March 10, 2022 |
Results of Operations and Financial Condition 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): March 10, 2022 BSQUARE CORPORATION BSQUARE CORP /WA (Exact name of Registrant as specified in its charter) Washington 000-27687 91-1650880 (State or Other Jurisdiction of Incorporatio |
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| March 10, 2022 |
Exhibit 99.1 FOR IMMEDIATE RELEASE Bsquare Announces Fourth Quarter 2021 Financial Results Stable quarter-over-quarter operating results; Cash position remains strong Seattle, WA ? March 10, 2022 ? Bsquare Corporation (NASDAQ: BSQR) today announced financial results for the fourth quarter of 2021. Revenue was $9.1 million, a decrease of $1.6 million or 15% from third quarter 2021. Fourth quarter o |
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| November 10, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-27687 BSQUARE CORPORAT |
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| November 10, 2021 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): November 10, 2021 BSQUARE CORPORATION BSQUARE CORP /WA (Exact name of Registrant as specified in its charter) Washington 000-27687 91-1650880 (State or Other Jurisdiction of Incorpora |
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| November 10, 2021 |
Exhibit 99.1 FOR IMMEDIATE RELEASE Bsquare Announces Third Quarter 2021 Financial Results Operating results improve quarter over quarter; Company raises $32 million Seattle, WA ? November 10, 2021 ? Bsquare Corporation (NASDAQ: BSQR) today announced financial results for the third quarter of 2021. Revenue was $10.6 million and loss from operations was $0.9 million, an improvement from the second q |
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| September 9, 2021 |
Form of Option Agreement under the 2021 Equity Incentive Plan Exhibit 99.2 THIS OPTION AGREEMENT MAY NOT BE TRANSFERRED EXCEPT BY WILL OR UNDER THE LAWS OF DESCENT AND DISTRIBUTION OR PURSUANT TO A QUALIFIED DOMESTIC RELATIONS ORDER. BSQUARE CORPORATION 2021 EQUITY INCENTIVE PLAN NON-QUALIFIED STOCK OPTION AGREEMENT THIS AGREEMENT is entered into as of [DATE] (the ?Date of Grant?) between BSQUARE CORPORATION, a Washington corporation (the ?Company?), and [NA |
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| September 9, 2021 |
As filed with the Securities and Exchange Commission on September 9, 2021 S-8 POS 1 bsqr20210628s8pos.htm FORM S-8 POS As filed with the Securities and Exchange Commission on September 9, 2021 Registration No. 333-219799 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 BSQUARE CORPORATION (Exact name of registrant as specified in its charter) Washing |
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| September 9, 2021 |
Form of Restricted Stock Unit Agreement under the 2021 Equity Incentive Plan Exhibit 99.3 BSQUARE CORPORATION 2021 EQUITY INCENTIVE PLAN RESTRICTED STOCK UNIT AGREEMENT This Restricted Stock Unit Agreement (the ?Agreement?) is made as of [?] by and between BSQUARE CORPORATION, a Washington corporation (the ?Company?), and [?] (the ?Participant?). 1. Award of Restricted Stock Units. Subject to the terms and conditions of this Agreement, on the date of this Agreement the com |
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| September 9, 2021 |
BSQUARE Corporation 2021 Equity Incentive Plan Exhibit 99.1 BSQUARE CORPORATION 2021 EQUITY INCENTIVE PLAN 1. DEFINITIONS 1 2. PURPOSES 3 3. ADMINISTRATION 3 (a) Committee 3 (b) Appointment of Committee 3 (c) Powers; Regulations 4 (d) Delegation to Executive Officer 4 (e) Option or SAR Repricing 4 (f) Non-Employee Director Award Limit 4 (g) Minimum Vesting 5 4. ELIGIBILITY 5 5. STOCK 5 6. TERMS AND CONDITIONS OF OPTIONS 5 (a) Number of Shares |
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| September 9, 2021 |
As filed with the Securities and Exchange Commission on September 9, 2021 As filed with the Securities and Exchange Commission on September 9, 2021 Registration No. |
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| September 9, 2021 |
Form of Performance Stock Unit Agreement under the 2021 Equity Incentive Plan Exhibit 99.4 BSQUARE CORPORATION 2021 EQUITY INCENTIVE PLAN PERFORMANCE STOCK UNIT AGREEMENT This Performance Stock Unit Agreement (the ?Agreement?) is made as of [?] by and between BSQUARE CORPORATION, a Washington corporation (the ?Company?), and [?] (the ?Participant?). 1. Award of Performance Stock Units. Subject to the terms and conditions of this Agreement, on the date of this Agreement the |
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| September 9, 2021 |
As filed with the Securities and Exchange Commission on September 9, 2021 As filed with the Securities and Exchange Commission on September 9, 2021 Registration No. |
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| August 12, 2021 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): August 12, 2021 BSQUARE CORPORATION (Exact name of Registrant as specified in its charter) Washington 000-27687 91-1650880 (State or Other Jurisdiction of Incorporation) (Commission F |
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| August 12, 2021 |
Exhibit 99.1 FOR IMMEDIATE RELEASE Bsquare Announces Second Quarter 2021 Financial Results Revenue increases quarter over quarter; Expenses remain flat; Company raises additional cash Seattle, WA ? August 12, 2021 ? Bsquare Corporation (NASDAQ: BSQR) today announced financial results for the second quarter of 2021. Revenue was $10.7 million, an increase of 7.0% compared to the first quarter of 202 |
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| August 12, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-27687 BSQUARE CORPORATION ( |
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| July 7, 2021 |
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): July 7, 2021 BSQUARE CORPORATION (Exact name of Registrant as specified in its charter) Washington 000-27687 91-1650880 (State or Other Jurisdiction (Commission (IRS Employer Identifi |
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| July 7, 2021 |
Up to $25,000,000 Common Stock Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-254458 Prospectus Supplement (To Prospectus Dated March 26, 2021) Up to $25,000,000 Common Stock We have entered into an At Market Issuance Sales Agreement (the ?Sales Agreement?), with B. Riley Securities, Inc. (?B. Riley Securities?), relating to the sale of shares of our common stock, no par value, offered by this prospectu |
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| July 7, 2021 |
Exhibit 10.1 BSQUARE CORPORATION Side Letter July 6, 2021 B. Riley Securities, Inc. 299 Park Avenue, 21st Floor New York, NY 10171 Ladies and Gentlemen: Reference is made to that certain At Market Issuance Sales Agreement dated April 2, 2021 (the ?Agreement?) between B. Riley Securities, Inc. (the ?Agent?) and BSQUARE Corporation (the ?Company?). Capitalized terms have the meanings ascribed to the |
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| June 30, 2021 |
Exhibit 3.1 BSQUARE CORPORATION STATEMENT OF CORRECTION Pursuant to RCW 23.95.220, the undersigned corporation hereby submits this Statement of Correction for the purpose of correcting and clarifying a document filed in the office of the Secretary of State. 1. The name of the corporation is BSQUARE Corporation (the ?Corporation?). 2. The document to be corrected is the Corporation?s Amended and Re |
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| June 30, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): June 10, 2021 BSQUARE CORPORATION (Exact name of Registrant as specified in its charter) Washington 000-27687 91-1650880 (State or Other Jurisdiction (Commission ( |
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| June 30, 2021 |
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): June 30, 2021 BSQUARE CORPORATION (Exact name of Registrant as specified in its charter) Washington 000-27687 91-1650880 (State or Other Jurisdiction (Commission (IRS Employer Identif |
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| June 16, 2021 |
Amended and Restated Articles of Incorporation of Bsquare Corporation Exhibit 3.1 Amended and Restated Articles of Incorporation of BSQUARE CORPORATION ARTICLE 1 NAME The name of the corporation is Bsquare Corporation. ARTICLE 2 DURATION The corporation is organized under the Washington Business Corporation Act (the ?Act?) and shall have perpetual existence. ARTICLE 3 PURPOSE AND POWERS The purpose and powers of the corporation are as follows: 3.1 To engage in any l |
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| June 16, 2021 |
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): June 10, 2021 BSQUARE CORPORATION (Exact name of Registrant as specified in its charter) Washington 000-27687 91-1650880 (State or Other Jurisdiction (Commission (IRS Employer Identif |
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| June 16, 2021 |
Bsquare Corporation 2021 Equity Incentive Plan Exhibit 10.1 BSQUARE CORPORATION 2021 EQUITY INCENTIVE PLAN 1. DEFINITIONS 1 2. PURPOSES 2 3. ADMINISTRATION 2 (a) Committee 2 (b) Appointment of Committee 2 (c) Powers; Regulations 3 (d) Delegation to Executive Officer 3 (e) Option or SAR Repricing 3 (f) Non-Employee Director Award Limit 3 (g) Minimum Vesting 3 4. ELIGIBILITY 3 5. STOCK 4 6. TERMS AND CONDITIONS OF OPTIONS 4 (a) Number of Shares |
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| June 14, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 6)* BSQUARE CORPORATION (Name of Issuer) Common Stock, No Par Value (Title of Class of Securities) 11776U300 (CUSIP Number) Palogic Value Management, L.P. Attn: Ryan L. Vardeman 5310 Harvest Hill Road, Suite 110 Dallas, TX 75230 (214) 871-2700 with a copy to |
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| May 13, 2021 |
Exhibit 99.3 The Directors BSQUARE CORPORATION (the ?Company?) Ladies and Gentlemen: I hereby resign as a member of the Company?s board of directors and any committees thereof (and from any position I may have with the Company or any of its subsidiaries), effective immediately following the Company?s annual meeting of shareholders on June 10, 2021. My resignation is not due to any disagreement or |
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| May 13, 2021 |
Exhibit 99.2 The Directors BSQUARE CORPORATION (the ?Company?) Ladies and Gentlemen: I hereby resign as a member of the Company?s board of directors and any committees thereof (and from any position I may have with the Company or any of its subsidiaries), effective immediately following the Company?s annual meeting of shareholders on June 10, 2021. My resignation is not due to any disagreement or |
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| May 13, 2021 |
Exhibit 99.1 FOR IMMEDIATE RELEASE Bsquare Announces First Quarter 2021 Financial Results Company building efforts continue, including investment in IoT operations? Seattle, WA ? May 13, 2021 ? Bsquare Corporation (NASDAQ: BSQR) today announced financial results for the first quarter of 2021. Revenue was $10.0 million, a decrease of 10% compared to the fourth quarter of 2020. Net loss was $0.9 mil |
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| May 13, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-27687 BSQUARE CORPORATION |
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| May 13, 2021 |
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): May 11, 2021 BSQUARE CORPORATION (Exact name of Registrant as specified in its charter) Washington 000-27687 91-1650880 (State or Other Jurisdiction of Incorporation) (Commission File |
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| April 28, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy State |
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| April 15, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy State |
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| April 2, 2021 |
EX-10.1 3 ex238674.htm EXHIBIT 10.1 Exhibit 10.1 BSQUARE CORPORATION Common Stock (no par value) At Market Issuance Sales Agreement April 2, 2021 B. Riley Securities, Inc. 299 Park Avenue, 21st Floor New York, NY 10171 Ladies and Gentlemen: BSQUARE Corporation, a Washington corporation (the “Company”), confirms its agreement (this “Agreement”) with B. Riley Securities, Inc. (the “Agent”) as follow |
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| April 2, 2021 |
Up to $25,000,000 Common Stock Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-254458 Prospectus Supplement (To Prospectus Dated March 26, 2021) Up to $25,000,000 Common Stock We have entered into an At -Market Issuance Sales Agreement (the “Sales Agreement”) with B. Riley Securities, Inc. (“B. Riley Securities”), relating to the sale of shares of our common stock, no par value, offered by this prospectu |
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| April 2, 2021 |
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): April 2, 2021 BSQUARE CORPORATION (Exact name of Registrant as specified in its charter) Washington 000-27687 91-1650880 (State or Other Jurisdiction of Incorporation) (Commission Fil |
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| March 24, 2021 |
March 24, 2021 Via EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, DC 20549-4561 Attn: Katherine Bagley Re: BSQUARE Corporation Registration Statement on Form S-3 File No. |
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| March 18, 2021 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-27687 BSQUARE |
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| March 18, 2021 |
Subsidiaries of the registrant Exhibit 21.1 SUBSIDIARIES OF THE REGISTRANT The following is a list of subsidiaries of the registrant as of December 31, 2020. Name Jurisdiction of incorporation or organization BSQUARE KK Japan BSQUARE EMEA Limited United Kingdom |
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| March 18, 2021 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): March 18, 2021 BSQUARE CORPORATION (Exact name of Registrant as specified in its charter) Washington 000-27687 91-1650880 (State or Other Jurisdiction of Incorporation) (Commission Fi |
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| March 18, 2021 |
Exhibit 99.1 FOR IMMEDIATE RELEASE Bsquare Fourth Quarter 2020 Results Reflect Increasing Business Stability 2020 annual net loss improves sharply; Cash position increases year-over-year Seattle, WA – March 18, 2021 – Bsquare Corporation (NASDAQ: BSQR) today announced financial results for the fourth quarter of 2020. Revenue was $11.1 million, up 6% over Q3 2020, while fourth quarter net loss was |
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| March 18, 2021 |
Form of indenture for senior debt securities and the related form of senior debt security. Exhibit 4.1 BSQUARE CORPORATION ISSUER AND [TRUSTEE], TRUSTEE INDENTURE DATED AS OF , 20 SENIOR DEBT SECURITIES TABLE OF CONTENTS Page ARTICLE ONE - DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION 2 SECTION 101. Definitions. 2 SECTION 102. Compliance Certificates and Opinions. 11 SECTION 103. Form of Documents Delivered to Trustee. 12 SECTION 104. Acts of Holders 12 SECTION 105. Notices, e |
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| March 18, 2021 |
Market Square Office Lease between 1415 Western LLC and Bsquare Corporation Exhibit 10.5 MARKET SQUARE OFFICE LEASE REFERENCE DATE: . This Lease (this ?Lease?) is made and entered into by and between 1415 WESTERN LLC, a Washington limited liability company (?Landlord?), and BSQUARE CORPORATION, a Washington corporation (?Tenant?). 1. BASIC TERMS. This Section sets forth certain basic terms of this Lease for reference purposes. This Section is to be read in conjunction wit |
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| March 18, 2021 |
Table of Contents As filed with the Securities and Exchange Commission on March 18, 2021 Registration No. |
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| March 18, 2021 |
Exhibit 4.2 BSQUARE CORPORATION ISSUER AND [TRUSTEE], TRUSTEE INDENTURE DATED AS OF , 20 SUBORDINATED DEBT SECURITIES TABLE OF CONTENTS Page ARTICLE ONE - DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION 2 SECTION 101. Definitions 2 SECTION 102. Compliance Certificates and Opinions 12 SECTION 103. Form of Documents Delivered to Trustee 13 SECTION 104. Acts of Holders 13 SECTION 105. Notices |
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| February 12, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 5 )* BSQUARE Corp (Name of Issuer) Common Stock (Title of Class of Securities) 11776U300 (CUSIP Number) December 31, 2020 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule |
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| January 15, 2021 |
Restricted Stock Unit Award Agreement BSQUARE CORPORATION FOURTH AMENDED AND RESTATED STOCK PLAN RESTRICTED STOCK UNIT AGREEMENT This Restricted Stock Unit Agreement (the “Agreement”) is made as of [●] by and between BSQUARE CORPORATION, a Washington corporation (the “Company”), and [●] (the “Participant”). |
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| January 15, 2021 |
Performance Stock Unit Award Agreement BSQUARE CORPORATION FOURTH AMENDED AND RESTATED STOCK PLAN PERFORMANCE STOCK UNIT AGREEMENT This Performance Stock Unit Agreement (the “Agreement”) is made as of [●] by and between BSQUARE CORPORATION, a Washington corporation (the “Company”), and [●] (the “Participant”). |
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| January 15, 2021 |
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): January 13, 2021 BSQUARE CORPORATION (Exact name of Registrant as specified in its charter) Washington 000-27687 91-1650880 (State or Other Jurisdiction of Incorporation) (Commission |
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| November 13, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-27687 BSQUARE CORPORAT |
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| November 12, 2020 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): November 12, 2020 BSQUARE CORPORATION (Exact name of Registrant as specified in its charter) Washington 000-27687 91-1650880 (State or Other Jurisdiction of Incorporation) (Commission |
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| November 12, 2020 |
Exhibit 99.1 FOR IMMEDIATE RELEASE Bsquare Third Quarter 2020 Results Show Improving Financial Performance Third quarter highlights company’s focus on operational excellence Seattle, WA – November 12, 2020 – Bsquare Corporation (NASDAQ: BSQR) today announced financial results for the third quarter of 2020. Revenue was $10.4 million up 17% over Q2 2020, net loss was $0.1 million, adjusted EBITDAS w |
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| August 21, 2020 |
BSQR / BSQUARE Corporation / Palogic Value Management, L.P. - SC 13D/A Activist Investment SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 5)* BSQUARE CORPORATION (Name of Issuer) Common Stock, No Par Value (Title of Class of Securities) 11776U300 (CUSIP Number) Palogic Value Management, L.P. Attn: Ryan L. Vardeman 5310 Harvest Hill Road, Suite 110 Dallas, TX 75230 (214) 871-2700 with |
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| August 14, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-27687 BSQUARE CORPORATION ( |
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| August 13, 2020 |
Exhibit 99.1 FOR IMMEDIATE RELEASE Bsquare Reports Second Quarter 2020 Financial Results Operating expenses decline for sixth consecutive quarter; cash balance improves over Q1 2020 Seattle, WA – August 13, 2020 – Bsquare Corporation (NASDAQ: BSQR) today announced financial results for the second quarter of 2020. For the second quarter of 2020, revenue was $8.9 million, net loss was $1.1 million, |
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| August 13, 2020 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): [August 13, 2020] BSQUARE CORPORATION (Exact name of Registrant as specified in its charter) Washington 000-27687 91-1650880 (State or Other Jurisdiction of Incorporation) (Commission |
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| August 11, 2020 |
Exhibit 3.1 Amended and Restated Bylaws of BSQUARE Corporation (Incorporated under the Laws of Washington) (Effective August 6, 2020) Table of Contents Page Article I Definitions 1 Article II Shareholders 2 2.1 Annual Meeting 2 2.2 Special Meetings 2 2.3 Notice of Meetings 2 2.4 Quorum; Vote Requirement 3 2.5 Adjournments 3 2.6 Record Date 4 2.7 Organization of Meetings 4 2.8 Proxies 4 2.9 Meeting |
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| August 11, 2020 |
Financial Statements and Exhibits, 8-K - FORM 8-K 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): August 6, 2020 BSQUARE CORPORATION (Exact name of Registrant as specified in its charter) Washington 000-27687 91-1650880 (State or Other Jurisdiction (Commission (IRS Employer Identi |
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| July 15, 2020 |
BSQR / BSQUARE Corporation / Karp Richard Alan - SC 13G/A Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* BSquare Corporation (Name of Issuer) Common stock (Title of Class of Securities) 11776U300 (CUSIP Number) 7/9/2020 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is |
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| June 15, 2020 |
Submission of Matters to a Vote of Security Holders 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): June 11, 2020 BSQUARE CORPORATION (Exact name of Registrant as specified in its charter) Washington 000-27687 91-1650880 (State or Other Jurisdiction of Incorporation) (Commission Fil |
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| May 12, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-27687 BSQUARE CORPORATION |
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| May 11, 2020 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): May 11, 2020 BSQUARE CORPORATION (Exact name of Registrant as specified in its charter) Washington 000-27687 91-1650880 (State or Other Jurisdiction of Incorporation) (Commission File |
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| May 11, 2020 |
Exhibit 99.1 FOR IMMEDIATE RELEASE Bsquare Reports First Quarter 2020 Financial Results Revenue up sequentially for the third consecutive quarter; Cash flow is positive for the quarter Bellevue, WA - May 11, 2020 – Bsquare Corporation (NASDAQ: BSQR) today announced financial results for the first quarter of 2020. Revenue increased to $16.7 million, up 8.4% over the $15.4 million reported for the f |
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| April 28, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State |
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| April 16, 2020 |
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): April 10, 2020 BSQUARE CORPORATION (Exact name of Registrant as specified in its charter) Washington 000-27687 91-1650880 (State or Other Jurisdiction of Incorporation) (Commission Fi |
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| April 16, 2020 |
Exhibit 99.1 Bsquare Receives $1.6 Million in Funding from the Paycheck Protection Program Company serves as essential supplier for many customers amidst COVID-19 economic crisis April 16, 2020 - Bellevue, WA – Bsquare Corporation (NASDAQ: BSQR), a builder of technology that is powering the next generation of intelligent devices and systems, today announced the receipt of $1.6 million in funding f |
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| April 16, 2020 |
Promissory note, dated as of April 7, 2020 with JPMorgan Chase Bank, N.A. DocuSign Envelope ID: BD799E56-29C5-488B-936A-C5CA65CAE78A Exhibit 10.1 NOTE Date 4/7/2020 Note Amount $ 1572458 Borrower Bsquare Corporation Lender JPMorgan Chase Bank, N.A. 1.PROMISE TO PAY. Borrower promises to pay to the order of Lender the Note Amount, plus interest on the unpaid principal balance at the Note Rate, and all other amounts required by this Note. 2.DEFINITIONS. "CARES Act" means |
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| March 20, 2020 |
Exhibit 10.1 BSQUARE CORPORATION EXECUTIVE BONUS PLAN 1.Purpose This Executive Bonus Plan (this “Bonus Plan”) is intended to provide an incentive for superior work and to motivate eligible executive officers of BSQUARE Corporation (the “Company”) and its subsidiaries toward strong achievement and business results, to tie their goals and interests to those of the Company and its shareholders and to |
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| March 20, 2020 |
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): March 16, 2020 BSQUARE CORPORATION (Exact name of Registrant as specified in its charter) Washington 000-27687 91-1650880 (State or Other Jurisdiction of Incorporation) (Commission Fi |
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| March 10, 2020 |
BSQR / BSQUARE Corporation / Palogic Value Management, L.P. - SC 13D/A Activist Investment SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 4)* BSQUARE CORPORATION (Name of Issuer) Common Stock, No Par Value (Title of Class of Securities) 11776U300 (CUSIP Number) Palogic Value Management, L.P. Attn: Ryan L. Vardeman 5310 Harvest Hill Road, Suite 110 Dallas, TX 75230 (214) 871-2700 with |
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| February 25, 2020 |
Amendment to employment letter agreement with Kevin T. Walsh dated November 6, 2018 Exhibit 10.6 AMENDMENT TO EMPLOYMENT LETTER AGREEMENT This AMENDMENT TO EMPLOYMENT LETTER AGREEMENT (this “Amendment”) is made and entered into effective as of November 6, 2018 by and between BSQUARE CORPORATION, a Washington corporation (the “Company”), and KEVIN WALSH (“Employee”). RECITALS WHEREAS, the Company and Employee entered into an employment letter agreement dated June 26, 2015 (the “Ag |
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| February 25, 2020 |
Subsidiaries of the registrant Exhibit 21.1 SUBSIDIARIES OF THE REGISTRANT The following is a list of subsidiaries of the registrant as of December 31, 2018. Name Jurisdiction of incorporation or organization BSQUARE KK Japan BSQUARE EMEA Limited United Kingdom |
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| February 25, 2020 |
Employment letter agreement with Ralph Derrickson dated February 4, 2019 Exhibit 10.11 February 4, 2019 Ralph C. Derrickson 190 Harbor Square Loop NE Unit C226 Bainbridge Island, WA 98110 Dear Ralph: BSQUARE Corporation (“Bsquare” or “the company”) is pleased to extend to you an offer of employment as the company’s President and Chief Executive Officer. We look forward to working with you and to the contributions you will make at Bsquare. You will report to the Bsquare |
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| February 25, 2020 |
BSQR / BSQUARE Corporation 10-K - Annual Report - 10-K ‘ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☐ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2019 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-27687 BSQUARE CORPORATION (Ex |
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| February 25, 2020 |
Exhibit 4.1 DESCRIPTION OF REGISTRANT’S SECURITIE REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 The following description of our common stock is a summary and does not purport to be complete. It is subject to, and qualified in its entirety by reference to, our Articles of Incorporation and Bylaws, each of which have been filed with the Securities and Exchange Commission. |
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| February 24, 2020 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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 24, 2020 BSQUARE CORPORATION (Exact name of Registrant as specified in its charter) Washington 000-27687 91-1650880 (State or Other Jurisdiction of Incorporation) (Commission |
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| February 24, 2020 |
Exhibit 99.1 FOR IMMEDIATE RELEASE Bsquare Fourth Quarter 2019 Results Demonstrate Continued Progress Revenue $15.4 million, up 6% sequentially, operating expenses excluding restructuring costs were at their lowest level since Q4 2016 Bellevue, WA - February 24, 2020 – Bsquare Corporation (NASDAQ: BSQR) today announced financial results for the fourth quarter and full year 2019. “The pace of our w |
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| February 12, 2020 |
BSQR / BSQUARE Corporation / DIMENSIONAL FUND ADVISORS LP - SCHEDULE 13G/A Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 4)* BSQUARE CORP (Name of Issuer) Common Stock (Title of Class of Securities) 11776U300 (CUSIP Number) December 31, 2019 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule i |
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| November 21, 2019 |
BSQR / BSQUARE Corporation / Palogic Value Management, L.P. - SC 13D/A Activist Investment SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3)* BSQUARE CORPORATION (Name of Issuer) Common Stock, No Par Value (Title of Class of Securities) 11776U300 (CUSIP Number) Palogic Value Management, L.P. Attn: Ryan L. Vardeman 5310 Harvest Hill Road, Suite 110 Dallas, TX 75230 (214) 871-2700 with |
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| November 8, 2019 |
BSQR / BSQUARE Corporation 10-Q - Quarterly Report - 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2019 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-27687 BSQUARE CORPORAT |
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| November 7, 2019 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): November 7, 2019 BSQUARE CORPORATION (Exact name of Registrant as specified in its charter) Washington 000-27687 91-1650880 (State or Other Jurisdiction of Incorporation) (Commission |
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| November 7, 2019 |
Exhibit 99.1 FOR IMMEDIATE RELEASE Bsquare Reports Third Quarter 2019 Financial Results Revenue $14.6 million, EPS ($0.09), cash burn down sequentially, One Bsquare initiatives show progress and impact Bellevue, WA - November 7, 2019 – Bsquare Corporation (NASDAQ: BSQR) today announced financial results for the third quarter of 2019. “In May, we announced a series of initiatives called ‘One Bsquar |
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| August 22, 2019 |
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): August 22, 2019 BSQUARE CORPORATION (Exact name of Registrant as specified in its charter) Washington 000-27687 91-1650880 (State or Other Jurisdiction of Incorporation) (Commission F |
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| August 22, 2019 |
EX-99.1 3 bsqr-ex9916.htm EX-99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE Bsquare Announces Appointment of New Chief Financial Officer Chris Wheaton Brings Entrepreneurial Focus and Deep Industry Experience BELLEVUE, Wash – August 22, 2019 - Bsquare Corporation (NASDAQ: BSQR), a builder of technology that is powering the next generation of intelligent devices and the systems in which they operate, toda |
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| August 22, 2019 |
Employment letter agreement with Christopher Wheaton dated August 20, 2019 August 20, 2019 Exhibit 10.1 Christopher Wheaton 1621 2nd Street Kirkland, WA 98033 Dear Chris: BSQUARE Corporation is pleased to extend to you an offer of employment as the company's Chief Financial Officer. We look forward to working with you and to the contributions you will make at Bsquare. You will report to Ralph Derrickson, Chief Executive Officer. Your principal place of employment will be |
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| August 13, 2019 |
BSQR / BSQUARE Corporation 10-Q - Quarterly Report - 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2019 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-27687 BSQUARE CORPORATION ( |
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| August 12, 2019 |
Exhibit 99.1 FOR IMMEDIATE RELEASE Bsquare Reports Second Quarter 2019 Financial Results Q2 Revenue $14.2 million, Q2 EPS ($0.30) Bellevue, WA - August 12, 2019 – Bsquare Corporation (NASDAQ: BSQR) today announced financial results for the second quarter of 2019. “In May of 2019 we announced a series of initiatives called ‘One Bsquare’ that recognize and build on the connection between our smart d |
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| August 12, 2019 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): August 12, 2019 BSQUARE CORPORATION (Exact name of Registrant as specified in its charter) Washington 000-27687 91-1650880 (State or Other Jurisdiction of Incorporation) (Commission F |
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| July 12, 2019 |
Bsquare Announces CFO Transition Plan Bsquare Announces CFO Transition Plan Exhibit 99.1 Peter Biere to continue as CFO during transition period; No change to guidance for Q2 2019 Bellevue, WA – July 12, 2019 - Bsquare Corporation (NASDAQ: BSQR) today announced it will be making an executive leadership change as part of the restructuring the company announced in May 2019. Peter Biere, CFO, will resign from his position following a tra |
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| July 12, 2019 |
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): July 8, 2019 BSQUARE CORPORATION (Exact name of Registrant as specified in its charter) Washington 000-27687 91-1650880 (State or Other Jurisdiction of Incorporation) (Commission File |
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| June 25, 2019 |
BSQR / BSQUARE Corporation / Karp Richard Alan - SC 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* BSquare Corporation (Name of Issuer) Common stock (Title of Class of Securities) 11776U300 (CUSIP Number) 6/25/2019 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is |
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| June 13, 2019 |
Submission of Matters to a Vote of Security Holders 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): June 11, 2019 BSQUARE CORPORATION (Exact name of Registrant as specified in its charter) Washington 000-27687 91-1650880 (State or Other Jurisdiction of Incorporation) (Commission Fil |
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| May 22, 2019 |
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): May 17, 2019 BSQUARE CORPORATION (Exact name of Registrant as specified in its charter) Washington 000-27687 91-1650880 (State or Other Jurisdiction of Incorporation) (Commission File |
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| May 20, 2019 |
SC 13D/Amendment No. 2 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2)* BSQUARE CORPORATION (Name of Issuer) Common Stock, No Par Value (Title of Class of Securities) 11776U300 (CUSIP Number) Palogic Value Management, L.P. Attn: Ryan L. Vardeman 5310 Harvest Hill Road, Suite 110 Dallas, TX 75230 (214) |
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| May 14, 2019 |
Global Partner Agreement with Microsoft Corporation effective March 1, 2019 Exhibit 10.1 CERTAIN INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED. OMISSIONS ARE DESIGNATED AS [***]. CHANNEL PARTNER PROGRAM ENROLLMENT FORM INFORMATION TABLE “Microsoft” or “MS”: Microsoft Corporation “Company”: BSQUARE CORPORATION A company organized under the laws of State of Washington, |
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| May 14, 2019 |
BSQR / BSQUARE Corporation 10-Q Quarterly Report 10-Q 250\‘I UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2019 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-27687 BSQUARE CORPO |
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| May 13, 2019 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): May 13, 2019 BSQUARE CORPORATION (Exact name of Registrant as specified in its charter) Washington 000-27687 91-1650880 (State or Other Jurisdiction of Incorporation) (Commission File |
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| May 13, 2019 |
Exhibit 99.1 FOR IMMEDIATE RELEASE Bsquare Reports First Quarter 2019 Financial Results Q1 Revenue $15.1 million, Q1 EPS $(0.19) Bellevue, WA – May 13, 2019 – Bsquare Corporation (NASDAQ: BSQR) today announced financial results for the first quarter of 2019. “Q1 was a difficult quarter for us” said newly-appointed Bsquare President and CEO Ralph C. Derrickson. “The DataV product initiative has not |
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| April 30, 2019 |
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): April 26, 2019 BSQUARE CORPORATION (Exact name of Registrant as specified in its charter) Washington 000-27687 91-1650880 (State or Other Jurisdiction of Incorporation) (Commission Fi |
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| April 29, 2019 |
BSQR / BSQUARE Corporation DEF 14A DEF 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State |
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| April 4, 2019 |
BSQR / BSQUARE Corporation S-8 INDUCEMENT PLAN Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 BSQUARE CORPORATION (Exact name of registrant as specified in its charter) Washington 91-1650880 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) 110 110th Avenue NE, Suite 300 Bellevue, Was |
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| March 4, 2019 |
Subsidiaries of the registrant Exhibit 21.1 SUBSIDIARIES OF THE REGISTRANT The following is a list of subsidiaries of the registrant as of December 31, 2018. Name Jurisdiction of incorporation or organization BSQUARE KK Japan BSQUARE EMEA Limited United Kingdom |
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| March 4, 2019 |
BSQR / BSQUARE Corporation 10-K (Annual Report) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2018 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-27687 BSQUARE CORPORATION (Exac |
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| March 4, 2019 |
Employment letter agreement with Ralph Derrickson dated February 4, 2019 Exhibit 10.11 BQUARE February 4, 2019 Ralph C. Derrickson 190 Harbor Square loop NE unit C226 Bainbridge Island, WA 98110 Dear Ralph: BQUARE Corporation ("Bsquare" or "the company") is pleased to extend to you an offer of employment as the company's President and Chief Executive Officer. We look forward to working with you and to the contributions you will make at Bsquare. You will report to the B |
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| March 4, 2019 |
Amendment to employment letter agreement with Kevin T. Walsh dated November 6, 2018 Exhibit 10.6 AMENDMENT TO EMPLOYMENT LETTER AGREEMENT This AMENDMENT TO EMPLOYMENT LETTER AGREEMENT (this “Amendment”) is made and entered into effective as of November 6, 2018 by and between BSQUARE CORPORATION, a Washington corporation (the “Company”), and KEVIN WALSH (“Employee”). RECITALS WHEREAS, the Company and Employee entered into an employment letter agreement dated June 26, 2015 (the “Ag |
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| March 2, 2019 |
Bsquare Enters into Global Partner Agreement with Microsoft Exhibit 99.1 Bsquare Enters into Global Partner Agreement with Microsoft Bellevue, WA – March 1, 2019 – Bsquare Corporation (NASDAQ: BSQR) announced today that it has entered into a Global Partner Agreement (“GPA”) with Microsoft, effective March 1, 2019. The GPA, which has no fixed expiration date, allows Bsquare to sell Microsoft Windows Embedded operating systems throughout the Americas and rep |
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| March 2, 2019 |
Financial Statements and Exhibits 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): March 1, 2019 BSQUARE CORPORATION (Exact name of Registrant as specified in its charter) Washington 000-27687 91-1650880 (State or Other Jurisdiction of Incorporation) (Commission Fil |
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| February 28, 2019 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A 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 21, 2019 BSQUARE CORPORATION (Exact name of Registrant as specified in its charter) Washington 000-27687 91-1650880 (State or Other Jurisdiction of Incorporation) (Commissi |
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| February 27, 2019 |
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 21, 2019 BSQUARE CORPORATION (Exact name of Registrant as specified in its charter) Washington 000-27687 91-1650880 (State or Other Jurisdiction of Incorporation) (Commission |
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| February 25, 2019 |
Exhibit 99.1 Bsquare Reports Fourth Quarter and Full Year 2018 Results Q4 Revenue $16.8 million, EPS $(0.43), adjusted EPS $(0.14); Full Year Revenue $73.4 million, EPS $(1.08), adjusted EPS $(0.79) Bellevue, WA – February 25, 2019 – BSQUARE Corporation (NASDAQ: BSQR) today announced financial results for the fourth quarter and full year ended December 31, 2018. “During the fourth quarter we incre |
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| February 25, 2019 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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 25, 2019 BSQUARE CORPORATION (Exact name of Registrant as specified in its charter) Washington 000-27687 91-1650880 (State or Other Jurisdiction of Incorporation) (Commission |
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| February 20, 2019 |
Bsquare Appoints Ralph Derrickson as President and Chief Executive Officer Exhibit 99.1 Bsquare Appoints Ralph Derrickson as President and Chief Executive Officer Ralph Derrickson also to join board of directors, William Savoy to resign from board of directors Bellevue, WA – February 20, 2019 – Bsquare Corporation (NASDAQ: BSQR) announced today the appointment of Ralph C. Derrickson as president and chief executive officer, and also to the company’s board of directors, e |
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| February 20, 2019 |
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 20, 2019 BSQUARE CORPORATION (Exact name of Registrant as specified in its charter) Washington 000-27687 91-1650880 (State or Other Jurisdiction of Incorporation) (Commission |
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| February 8, 2019 |
BSQR / BSQUARE Corporation / DIMENSIONAL FUND ADVISORS LP - SCHEDULE 13G/A Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3)* BSQUARE CORP (Name of Issuer) Common Stock (Title of Class of Securities) 11776U300 (CUSIP Number) December 31, 2018 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule i |
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| November 20, 2018 |
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): November 16, 2018 BSQUARE CORPORATION (Exact name of Registrant as specified in its charter) Washington 000-27687 91-1650880 (State or Other Jurisdiction of Incorporation) (Commission |
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| November 13, 2018 |
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): November 12, 2018 BSQUARE CORPORATION (Exact name of Registrant as specified in its charter) Washington 000-27687 91-1650880 (State or Other Jurisdiction of Incorporation) (Commission |
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| November 13, 2018 |
Exhibit 99.1 FOR IMMEDIATE RELEASE Bsquare Reports Third Quarter 2018 Financial Results Q3 Revenue $16.7 million; Q3 EPS $(0.16); reduced Opex 21% YoY; initiates CEO search Bellevue, WA – November 12, 2018 – Bsquare Corporation (NASDAQ: BSQR) today announced financial results for the third quarter of 2018. “Our third quarter financial results reflect progress on a number of fronts,” said Kevin Wal |
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| November 13, 2018 |
Bsquare Corporation Third Quarter 2018 Financial Results November 12, 2018 EX-992 Bsquare Corporation Third Quarter 2018 Financial Results November 12, 2018 Bsquare Corporation – Third Quarter 2018 Financial Results, November 12, 2018 C O R P O R A T E P A R T I C I P A N T S Leslie Phillips, Investor Relations - The Blueshirt Group Andrew Harries, Executive Chairman, Board of Directors Kevin Walsh, Acting Chief Executive Officer Kevin Biere, Chief Financial Officer P R E S E N T A T I O N Operator: Good day everyone and welcome to the Bsquare Corporation Third Quarter 2018 Financial Results call. |
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| November 13, 2018 |
BSQR / BSQUARE Corporation 10-Q (Quarterly Report) 250\‘I UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2018 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-27687 BSQUARE C |
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| November 7, 2018 |
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): November 2, 2018 BSQUARE CORPORATION (Exact name of Registrant as specified in its charter) Washington 000-27687 91-1650880 (State or Other Jurisdiction of Incorporation) (Commission |
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| August 13, 2018 |
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): August 9, 2018 BSQUARE CORPORATION (Exact name of Registrant as specified in its charter) Washington 000-27687 91-1650880 (State or Other Jurisdiction of Incorporation) (Commission Fi |
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| August 13, 2018 |
Exhibit 99.1 FOR IMMEDIATE RELEASE Bsquare Reports Second Quarter 2018 Financial Results Q2 Revenue $19.2 million; Q2 EPS $(0.29); Board of Directors appoints Rob Peters and establishes a Strategic Review Committee Bellevue, WA – August 13, 2018 – Bsquare Corporation (NASDAQ: BSQR) (the “Company”) today announced financial results for the second quarter of 2018. Bsquare also announced the appointm |
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| August 13, 2018 |
Employment Letter Agreement with Kevin T. Walsh dated June 26, 2015 EX-10.2 3 bsqr-ex102327.htm EX-10.2 Exhibit 10.2 June 26, 2015 Kevin Walsh 22 Woodhaven Dr. Laguna Niguel, CA 92677 Dear Kevin, BSQUARE Corporation (the “Company”) is pleased to extend to you an offer of employment as the Company’s Vice President of Marketing. You will report to the CEO and will be paid bi-weekly at a rate equivalent to an annual salary of $212,000 (the “Base Salary”), subject to |
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| August 13, 2018 |
Amendment to employment letter agreement with Giles Frith dated June 5, 2018 Exhibit 10.4 AMENDMENT TO EMPLOYMENT LETTER AGREEMENT This AMENDMENT TO EMPLOYMENT LETTER AGREEMENT (this “Amendment”) is made and entered into effective as of June 5, 2018 by and between BSQUARE CORPORATION, a Washington corporation (the “Company”), and GILES FRITH (“Employee”). RECITALS WHEREAS, the Company and Employee entered into an employment letter agreement dated August 31, 2016 (the “Agre |
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| August 13, 2018 |
Separation and Release Agreement with Jerry D. Chase effective May 9, 2018 Exhibit 10.1 SEPARATION AND RELEASE AGREEMENT THIS SEPARATION AND RELEASE AGREEMENT (“Agreement”) is made between Jerry D. Chase (“Employee”) and BSQUARE CORPORATION (“Employer” or “BSQUARE”), and is in consideration of their mutual undertakings as set forth in this Agreement. Employer no longer has a need for Employee’s services effective May 9, 2018 (“Termination Date”). In Employee’s employment |
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| August 13, 2018 |
BSQR / BSQUARE Corporation 10-Q (Quarterly Report) 250\‘I UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2018 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-27687 BSQUARE CORPOR |
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| August 13, 2018 |
Amendment to employment letter agreement with David Wagstaff dated June 5, 2018 Exhibit 10.6 AMENDMENT TO EMPLOYMENT LETTER AGREEMENT This AMENDMENT TO EMPLOYMENT LETTER AGREEMENT (this “Amendment”) is made and entered into effective as of June 5, 2018 by and between BSQUARE CORPORATION, a Washington corporation (the “Company”), and DAVID WAGSTAFF (“Employee”). RECITALS WHEREAS, the Company and Employee entered into an employment letter agreement dated August 31, 2016 (the “ |
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| August 13, 2018 |
Employment letter agreement with Giles Frith dated August 31, 2016 Exhibit 10.3 August 31, 2016 Giles Frith 6927 39th Ave SW Seattle, WA 98136 Dear Giles: It is with great pleasure that Bsquare Corporation offers you the position of Vice President Customer Solutions. We look forward to working with you and to the contributions you will make at Bsquare. You will be reporting to Jerry Chase, Chief Executive Officer. Your start date is scheduled for September 30, 20 |
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| August 13, 2018 |
Employment letter agreement with David Wagstaff dated August 31, 2016 Exhibit 10.5 August 31, 2016 Dear Wagstaff 123 121th Ave. NE, #131 Bellevue, WA 98004 Dear Dave: Bsquare is pleased to confirm and memorialize the revised terms of your employment as the company's Chief Technical Officer. This letter agreement supersedes all previous employment letter agreements between you and the company. You will continue reporting to Jerry Chase, Chief Executive Officer. Your |
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| June 27, 2018 |
BSQR / BSQUARE Corporation / Palogic Value Management, L.P. - SC 13D/A Activist Investment SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* BSQUARE CORPORATION (Name of Issuer) Common Stock, No Par Value (Title of Class of Securities) 11776U300 (CUSIP Number) Palogic Value Management, L.P. Attn: Ryan L. Vardeman 5310 Harvest Hill Road, Suite 110 Dallas, TX 75230 (214) 871-2700 with |
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| June 26, 2018 |
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): June 25, 2018 BSQUARE CORPORATION (Exact name of Registrant as specified in its charter) Washington 000-27687 91-1650880 (State or Other Jurisdiction of Incorporation) (Commission Fil |
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| June 26, 2018 |
Bsquare Corporation Board Observer and Standstill Agreement Exhibit 10.1 Bsquare Corporation Board Observer and Standstill Agreement This Board Observer Agreement (the “Agreement”) is made effective as of June 25, 2018 (“Effective Date”) by and between: (i) Bsquare Corporation, a Washington corporation with offices at 110 – 110th Avenue NE #300, Bellevue, WA 98004 (the “Company”), and (ii) Each of |
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| June 13, 2018 |
Submission of Matters to a Vote of Security Holders 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): June 12, 2018 BSQUARE CORPORATION (Exact name of Registrant as specified in its charter) Washington 000-27687 91-1650880 (State or Other Jurisdiction of Incorporation) (Commission Fil |
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| June 5, 2018 |
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): May 31, 2018 BSQUARE CORPORATION (Exact name of Registrant as specified in its charter) Washington 000-27687 91-1650880 (State or Other Jurisdiction of Incorporation) (Commission File |
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| May 18, 2018 |
BSQR / BSQUARE Corporation / Palogic Value Management, L.P. - SC 13D Activist Investment SC 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* BSQUARE CORPORATION (Name of Issuer) Common Stock (Title of Class of Securities) 11776U300 (CUSIP Number) Palogic Value Management, L.P. Attn: Ryan L. Vardeman 5310 Harvest Hill Road, Suite 110 Dallas, TX 75230 (214) 871-2700 with a copy to: Evan H |
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| May 18, 2018 |
JOINT FILING AGREEMENT May 18, 2018 EX-99.1 EXHIBIT 99.1 JOINT FILING AGREEMENT May 18, 2018 Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations thereunder, each party hereto hereby agrees to the joint filing, on behalf of each of them, of any filing required by such party under Section 13 or Section 16 of the Exchange Act or any rule or regulation th |
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| May 15, 2018 |
BSQR / BSQUARE Corporation 10-Q (Quarterly Report) \‘I UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2018 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-27687 BSQUARE CORPORAT |
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| May 15, 2018 |
Exhibit 99.1 FOR IMMEDIATE RELEASE Bsquare Reports First Quarter 2018 Financial Results Q1 Revenue $20.7 million including $2.6 million of DataV revenue; Q1 EPS $(0.19); F100 company converts from DataV pilot to full production Bellevue, WA – May 15, 2018 – Bsquare Corporation (NASDAQ: BSQR) today announced financial results for the first quarter of 2018. “Our first quarter results reflect several |
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| May 15, 2018 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): May 15, 2018 BSQUARE CORPORATION (Exact name of Registrant as specified in its charter) Washington 000-27687 91-1650880 (State or Other Jurisdiction of Incorporation) (Commission File |
