AEHR TEST SYSTEMS Files 8-K: Material Agreement & Equity Sales

TL;DR

AEHR TEST SYSTEMS signed a big deal and sold some stock on July 15th.

AI Summary

On July 15, 2024, AEHR TEST SYSTEMS entered into a Material Definitive Agreement. The company also disclosed unregistered sales of equity securities and provided financial statements and exhibits. Specific details regarding the agreement and sales were not immediately available in this filing.

Why It Matters

This filing indicates significant corporate activity, including a new material agreement and equity transactions, which could impact the company's financial structure and future operations.

Risk Assessment

Risk Level: medium — The filing mentions a Material Definitive Agreement and unregistered sales of equity, which can introduce financial and operational risks.

Key Players & Entities

• AEHR TEST SYSTEMS (company) — Registrant
• July 15, 2024 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $0.01 — ich registered Common Stock, par value $0.01 per share AEHR The NASDAQ Capital M
• $21.0 m — ncal for an aggregate purchase price of $21.0 million, consisting of $14.0 million in c
• $14.0 million — e price of $21.0 million, consisting of $14.0 million in cash and the issuance of $7.0 millio
• $7.0 million — 4.0 million in cash and the issuance of $7.0 million in shares of the Company's common stock
• $12.673 — shares of the Company's common stock at $12.673 per share), subject to certain post-clo

Filing Documents

• aehr_8k.htm (8-K) — 30KB
• aehr_ex101.htm (EX-10.1) — 505KB
• aehr_ex991.htm (EX-99.1) — 15KB
• aehr_ex991img1.jpg (GRAPHIC) — 5KB
• 0001654954-24-009008.txt ( ) — 821KB
• aehr-20240715.xsd (EX-101.SCH) — 6KB
• aehr-20240715_lab.xml (EX-101.LAB) — 14KB
• aehr-20240715_cal.xml (EX-101.CAL) — 1KB
• aehr-20240715_pre.xml (EX-101.PRE) — 9KB
• aehr-20240715_def.xml (EX-101.DEF) — 2KB
• aehr_8k_htm.xml (XML) — 4KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On July 15, 2024, Aehr Test Systems, a California corporation (the "Company"), entered into a stock purchase agreement (the "Purchase Agreement") with Incal Technology, Inc., a California corporation based in Fremont, California ("Incal"), the individuals and entities identified in the Purchase Agreement as sellers (collectively, the "Sellers"), pursuant to which the Company agreed to acquire (the "Acquisition") all of the outstanding capital stock of Incal. Incal specializes in packaged part reliability/burn-in test solutions. The Acquisition aligns with the Company's strategic objective to expand its market presence and diversify its product offering. Pursuant to the Purchase Agreement, the Company will acquire Incal for an aggregate purchase price of $21.0 million, consisting of $14.0 million in cash and the issuance of $7.0 million in shares of the Company's common stock (comprised of 552,355 shares of the Company's common stock at $12.673 per share), subject to certain post-closing adjustments with respect to working capital, as further described in the Purchase Agreement. The Purchase Agreement contains customary representations, warranties, covenants and indemnities of the parties. The Acquisition is expected to close within 60 days, subject to customary closing conditions. The foregoing description of the Purchase Agreement and the transactions contemplated thereby does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Purchase Agreement, a copy of which is attached hereto as Exhibit 10.1 and is incorporated into this Current Report on Form 8-K by reference. The representations, warranties and covenants contained in the Purchase Agreement were made only for the purposes of such agreement and as of specific dates, were made solely for the benefit of the parties to the Purchase Agreement and may be intended not as statements of fact, but rather as a way

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities . The information contained in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference. The issuance of the shares of common stock in connection with the Acquisition was made in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended, and/or Rule 506 of Regulation D promulgated under the Securities Act of 1933, as amended. The shares will not be registered under the Securities Act of 1933, as amended, or any state securities laws and such shares may not be offered or sold in the United States absent registration with the Securities and Exchange Commission or an applicable exemption from the registration requirements. The issuance does not involve a public offering nor any general solicitation or general advertising. The Sellers have represented that they are accredited investors, as such term is defined in Rule 501 of Regulation D under the Securities Act of 1933, as amended. Neither this Current Report on Form 8-K, nor the exhibits attached hereto is an offer to sell or the solicitation of an offer to buy the securities described herein.

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. On July 16, 2024, the Company issued a press release announcing its entry into the Purchase Agreement, a copy of which is furnished as Exhibit 99.1 to this Current Report on Form 8-K. The information in this Item 7.01 and Exhibit 99.1 are furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of such Section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended. The information in this Current Report on Form 8-K shall not be incorporated by reference in any filing with the SEC made by the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing. This Current Report on Form 8-K will not be deemed as an admission as to the materiality of any information in this Current Report on Form 8-K that is disclosed in accordance with Regulation FD.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibit Number Description 10.1 Stock Purchase Agreement, dated July 15, 2024* 99.1 Press Release, dated July 16, 2024 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). * Certain exhibits and schedules have been omitted in accordance with Regulation S-K Item 601(a)(5). The Company agrees to supplementally furnish to the SEC a copy of any omitted exhibits or schedules upon request of the SEC. 2

SIGNATURES

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. AEHR TEST SYSTEMS Date: July 16, 2024 By: /s/ Chris P. Siu Chris P. Siu Executive Vice President of Finance and Chief Financial Officer and Secretary 3

View Full Filing

View this 8-K filing on SEC EDGAR