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~~December 292, 2021

DSP GROUP, INC.
(Exact Name of Registrant as Specified in Its Charter)

Delaware
(State or Other Jurisdiction of Incorporation)

001-35256 (Commission File Number)	94-2683643 (I.R.S. Employer Identification No.)


2055 Gateway Place, #480, San Jose, California (Address of Principal Executive Offices)	95110 (Zip Code)

(408) 986-4300
(Registrant’s Telephone Number, Including Area Code)

With a copy to:
Jaclyn Liu, Esq.
Morrison & Foerster llp
425 Market Street
San Francisco, CA 94105

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $.001 per share	DSPG	The NASDAQ Stock Market LLC

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

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

~~ITEM~~Item 52.~~07.~~01 ~~SUBMISSION~~Completion OFof ~~MATTERS~~Acquisition TOor ADisposition ~~VOTE~~of ~~OF SECURITY HOLDERS~~Assets.

AtOn ~~the~~December ~~special~~2, ~~meeting~~2021, ~~(the “Special Meeting”) of~~ DSP Group, Inc., a Delaware corporation (the “Company”), ~~held~~completed ~~virtually~~its onpreviously ~~November 29,~~announced ~~2021~~acquisition by Synaptics Incorporated, ~~the~~a ~~following~~Delaware ~~proposals~~corporation ~~were~~(“Parent”) ~~submitted~~pursuant to athat ~~vote~~certain ofAgreement ~~stockholders~~ and ~~the~~Plan ~~voting~~of ~~results~~Merger ~~are~~(the ~~set~~“Merger ~~forth~~Agreement”) ~~below. The~~the ~~proposals~~Company ~~are~~entered ~~described~~into inwith ~~detail~~Synaptics inand ~~the~~Osprey ~~proxy~~Merger ~~statement~~Sub, ~~for~~Inc., ~~the~~a ~~Special~~Delaware ~~Meeting~~corporation ~~that~~and ~~the~~a ~~Company~~wholly ~~filed~~owned ~~with~~subsidiary ~~the~~of ~~Securities~~Parent ~~and~~(the ~~Exchange~~“Merger ~~Commission~~Sub”), on ~~October~~August 2530, 2021. On ~~October~~The ~~18,~~Merger ~~2021~~Agreement provides, ~~the~~subject ~~record~~to ~~date~~its ofterms ~~the~~and ~~Special Meeting~~conditions, ~~there~~for ~~were~~the ~~24,184,258~~acquisition ~~shares~~ of the Company’s ~~common~~by ~~stock~~Parent ~~outstanding~~at ~~and~~a ~~each~~price ~~entitled~~of to$22.00 ~~one vote~~ per share atof the ~~Special~~Company’s ~~Meeting~~common stock, $0.001 Atpar ~~the~~value ~~Special~~per ~~Meeting~~share, 16in cash,~~740,700~~ ~~shares~~without ofinterest ~~the~~and ~~Company’s~~subject ~~common~~to ~~stock~~deduction ~~outstanding~~for ~~and~~any ~~entitled~~required towithholding ~~vote~~tax at (the ~~Special~~“Merger ~~Meeting~~Consideration”), ~~were~~through ~~represented~~the ~~via~~merger of the ~~virtual~~Merger ~~Special~~Sub ~~Meeting~~with ~~website~~and orinto bythe ~~proxy~~Company (the “Merger”), ~~constituting~~with the ~~requisite~~Company ~~quorum~~surviving tothe ~~conduct~~Merger ~~business~~as ata ~~the~~wholly ~~Special~~owned ~~Meeting~~subsidiary of Parent.

~~1. Proposal~~The toforegoing ~~adopt~~description ~~and~~of ~~approve~~ the ~~agreement~~Merger Agreement and ~~plan~~the oftransactions ~~merger~~contemplated thereby, ~~dated~~including asthe ofMerger, ~~August~~is ~~30,~~not ~~2021,~~complete ~~with~~and ~~Synaptics~~is ~~Incorporated,~~subject ato ~~Delaware~~and ~~corporation~~qualified ~~(“Synaptics”),~~in ~~and~~its ~~Osprey~~entirety by reference to the Merger ~~Sub~~Agreement, ~~Inc.,~~ a ~~wholly-owned~~copy ~~subsidiary~~ of ~~Synaptics~~which ~~(the~~was ~~“Merger~~filed ~~Sub”),~~as ~~pursuant~~Exhibit 2.1 to ~~which~~the ~~Merger~~Current ~~Sub~~Report ~~will~~on beForm ~~merged~~8-K ~~with~~filed ~~and~~by ~~into~~ the Company, with the ~~Company~~Securities ~~surviving~~and asExchange aCommission ~~wholly-owned~~(the ~~subsidiary~~“SEC”) ofon ~~Synaptics:~~August 30, 2021 and is incorporated herein by reference.

~~For:~~Item ~~16,713,505~~3.01 ~~Against:~~Notice ~~16,504~~of ~~Abstain:~~Delisting ~~10,691~~or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

~~2. Non-binding~~In connection with the consummation of the Merger, ~~advisory~~the ~~proposal~~Company notified the NASDAQ Stock Market (“NASDAQ”) that each outstanding share of the Company’s common stock was converted into the right to ~~approve~~receive ~~specified~~the ~~compensation~~Merger Consideration and requested that ~~may~~NASDAQ bewithdraw ~~paid~~the orlisting ~~become~~of ~~payable~~the Company’s common stock. Upon the Company’s request, NASDAQ is expected to file a notification of removal from listing on Form 25 with the SEC with respect to the delisting of the Company’s ~~named~~common ~~executive~~stock. ~~officers~~The ~~based~~Company’s common stock will cease being traded prior to the opening of the market on orDecember ~~otherwise~~3, ~~related~~2021, and will no longer be listed on NASDAQ. In addition, the Company intends to file with the ~~merger:~~SEC a Form 15 requesting that the reporting obligations of the Company under Sections 13(a) and 15(d) of the Securities Exchange Act of 1934 be suspended.

~~For:~~Item ~~16,166,944~~3.03 ~~Against:~~Material ~~552,327~~Modification ~~Abstain:~~to ~~21,429~~Rights of Security Holders.

~~3. Proposal~~The toinformation ~~adjourn~~set orforth ~~postpone~~in ~~the~~Items ~~special~~2.01 ~~meeting~~and to3.01 aof ~~later~~this ~~date~~Current orReport ~~time,~~on ifForm ~~necessary, to~~8-K ~~solicit~~is ~~additional~~incorporated ~~proxies~~herein ~~if there are insufficient votes at the time of the special meeting,~~ by ~~or at the direction of the Company’s board of directors:~~reference.

~~For:~~Item ~~15,331,726~~5.01 ~~Against:~~Changes ~~1,398,493~~in ~~Abstain:~~Control ~~10,481~~of Registrant.

NoThe ~~other~~information ~~proposals~~set ~~were~~forth ~~submitted~~in ~~for~~Items ~~stockholder~~2.01, ~~action~~3.03 ~~Each~~and ~~of the proposals was approved by the requisite vote of the Company’s common stock~~5.02 ~~Adjournment~~ of ~~the~~this ~~Special~~Current ~~Meeting~~Report ~~was~~on ~~not~~Form ~~necessary~~8-K orare ~~appropriate~~incorporated ~~because~~herein ~~there~~by ~~were sufficient votes at the time of the Special Meeting to approve the proposal to adopt the Merger Agreement~~reference.

~~The~~Item ~~adoption~~5.02 ofDeparture ~~the merger agreement also constitutes approval~~ of ~~the~~Directors ~~merger~~or ~~and~~Certain ~~the~~Officers; ~~other~~Election ~~transactions contemplated by the merger agreement. Subject to satisfaction~~ of ~~the~~Directors; ~~terms~~Appointment ~~and conditions~~ of ~~the~~Certain ~~Merger~~Officers; ~~Agreement,~~Compensatory ~~the~~Arrangements ~~closing~~ of ~~the~~Certain ~~Merger is anticipated to occur on or about December 2, 2021~~Officers.

2In accordance with the terms of the Merger Agreement, all of the directors of the Company at the Effective Time ceased to be directors of the Company.

Also immediately prior to the Effective Time, each of Ofer Elyakim, Chief Executive Officer, Dror Levy, Chief Financial Officer and Secretary, and Tali Chen, Chief Business Officer were terminated by the Company.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	DSP GROUP, INC.
November 30, 2021	By:	/s/ Dror Levy
December 2, 2021	By:	/s/ Danni Waldner
		Dror Levy
		Danni Waldner
		Chief Financial Officer
		VP, Finance
		and Secretary

Filing Compare · DSP GROUP INC /DE/