SemiLEDs Corp Reports Material Agreement, Financials, and Officer Changes

TL;DR

SemiLEDs filed an 8-K: new deals, financial updates, and exec changes. Keep an eye on this.

AI Summary

On July 8, 2024, SemiLEDs Corporation filed an 8-K report detailing several key events. The company entered into a Material Definitive Agreement, reported on its Results of Operations and Financial Condition, and announced changes in its board and officer composition, including the departure of directors and the appointment of new officers. The filing also covers other events and includes financial statements and exhibits.

Why It Matters

This filing provides crucial updates on SemiLEDs Corporation's financial health, strategic agreements, and corporate governance, which are important for investors to assess the company's current standing and future direction.

Risk Assessment

Risk Level: medium — The filing covers material definitive agreements, financial results, and changes in directors/officers, indicating significant corporate activity that could impact the company's performance and stock price.

Key Players & Entities

• SemiLEDs Corporation (company) — Registrant
• July 8, 2024 (date) — Date of Report

FAQ

Key Financial Figures

• $0.0000056 — ch registered Common Stock, par value $0.0000056 LEDS The Nasdaq Stock Market Chec
• $1.7 million — ve Officer, with an aggregate amount of $1.7 million and an annual interest rate of 8% (the
• $800,000 — nt to permit the Company to repay up to $800,000 of principal under the Loan Agreement b
• $1.27 — Mr. Doan, based on the closing price of $1.27 per share on February 8, 2024. All othe

Filing Documents

• leds-20240708.htm (8-K) — 56KB
• leds-ex10_1.htm (EX-10.1) — 24KB
• leds-ex99_1.htm (EX-99.1) — 179KB
• img261740701_0.jpg (GRAPHIC) — 5KB
• 0000950170-24-081935.txt ( ) — 402KB
• leds-20240708.xsd (EX-101.SCH) — 30KB
• leds-20240708_htm.xml (XML) — 5KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On January 8, 2019, SemiLEDs Corporation (the "Company") entered into a secured loan agreement with Trung Doan, its Chairman and Chief Executive Officer, with an aggregate amount of $1.7 million and an annual interest rate of 8% (the "Loan Agreement"). The Loan Agreement is secured by a second priority security interest on the Company's headquarters building. The maturity date of the Loan Agreement was January 14, 2021. On January 16, 2021, the maturity date of the Loan Agreement was extended with same terms and interest rate for one year to January 15, 2022, and on January 14, 2022, the maturity date of the Loan Agreement was extended again with same terms and interest rate for one more year to January 15, 2023. On January 13, 2023, the maturity date of the Loan Agreement was further extended with same terms and interest rate for one year to January 15, 2024. On January 7, 2024, the Company amended the Loan Agreement to extend the maturity date to January 15, 2025. On February 9, 2024, the Company (i) amended the Loan Agreement to permit the Company to repay up to $800,000 of principal under the Loan Agreement by issuing shares of the Company's common stock and (ii) elected to prepay $800,000 of loan principal by delivering 629,921 shares of the Company's common stock to Mr. Doan, based on the closing price of $1.27 per share on February 8, 2024. All other terms and conditions of the Loan Agreement remained the same. On July 3, 2024, the Company and Trung Doan entered into the Sixth Amendment to the Loan Agreement (the "Sixth Amendment"). The Sixth Amendment amends the Loan Agreement to permit, upon the mutual agreement of the Company and Trung Doan, the Company to repay a portion of the principal amount or accrued interest under the Loan Agreement, by issuing shares of the Company's common stock to Trung Doan as partial repayment of the Loan Agreement at a price per share equal to the closing price of the C

02. Results of Operations and Financial Condition

Item 2.02. Results of Operations and Financial Condition. On July 8, 2024, SemiLEDs Corporation issued a press release announcing its preliminary financial results for the third quarter of its fiscal year 2024, ended May 31, 2024. Such information is being 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 incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On July 3, 2024, the Company's Board of Directors (the "Board") appointed Dr. Chris Chang Yu as a director of the Company effective immediately, for a term expiring at the next annual meeting of stockholders or until his successor shall have been duly elected and qualified, or his earlier removal or resignation. Dr. Yu has also been appointed to the Audit Committee by the Board. Dr. Yu, 66, has served as a director since July 2024. Dr. Yu currently serves as the Chairman of the Board of CRS Holding Inc., Changhe Bio-Medical Science Co., Ltd, Ningkasai Science (Shanghai) Co., Ltd, Changwei System Science (Shanghai) Co., Ltd, Anpac Bio-Medical Science (Lishui) Co., Ltd, Adanced Life Therapeutics Co., Ltd and New-Herizon Bio-Medical Science Co., Ltd and as executive director of Anpac Bio-Medical Science (Shanghai) Co., Ltd, Lisui Anpac Medical Laboratory Co., 3Ltd, Shiji (Hainan) Medical Technology Co., Ltd, Shanghai Muqing Anpac Health Technology Co., Ltd, Anpac (Shanghai) Health Management Consulting Co., Ltd and Annadi Life Technology (Zhejiang) Co., Ltd. Dr. Yu also currently serves as a director of Anji Cayman, serves as an executive partner of Jiaxing Changxin Enterprise Management Partnership (Limited Partnership) and Ji

01 Other Events

Item 8.01 Other Events. The Company will hold its 2024 Annual Meeting of Stockholders (the "Annual Meeting") on August 29, 2024. All other relevant information concerning the Annual Meeting will be included in the Company's proxy materials to be distributed in connection with the Annual Meeting, which will be filed with the SEC and made available to the Company's stockholders. Because the date of the Annual Meeting is more than 30 days prior to the anniversary date of the Company's Annual Meeting of Shareholders held in 2023, the Company is providing in this Current Report on Form 8-K the due dates for submissions of qualified shareholder proposals and shareholder director nominations. To be eligible for inclusion in the proxy materials for the Annual Meeting pursuant to Rule 14a-8 of the Exchange Act, stockholder proposals (including any additional information specified in the Bylaws) must be received by our Corporate Secretary at the Company's principal executive offices no later than July 15, 2024. A stockholder proposal or director nomination (including nominations pursuant to Rule 14a-19 under the Exchange Act) outside of Rule 14a-8 under the Exchange Act and pursuant to the Bylaws must be received by our Corporate Secretary at the Company's principal executive offices by July 15, 2024. Stockholder proposals and stockholder director nominations must comply with all applicable requirements set forth in the rules and regulations of the SEC, the Exchange Act, and the Company's bylaws.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 10.1 Sixth Amendment to Loan Agreement dated July 3, 2024 between SemiLEDs Corporation and Trung Doan 99.1 Press release, dated July 8, 2024, entitled "SemiLEDs Reports Third Quarter Fiscal Year 2024 Financial Results." 104 Cover Page Interactive Data File - the cover page iXBRL tags are embedded within the Inline XBRL document. 4 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Date: July 8, 2024 SemiLEDs Corporation By: /s/ Christopher Lee Name: Christopher Lee Title: Chief Financial Officer 5

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View this 8-K filing on SEC EDGAR