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, 2023
SEMILEDS CORPORATION
(Exact name of registrant as specified in charter)
Delaware |
001-34992 |
20-2735523 |
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
3F, No.11 Ke Jung Rd., Chu-Nan Site, Hsinchu Science Park, Chu-Nan 350, Miao-Li County, Taiwan, R.O.C. |
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350 |
(Address of principal executive offices) |
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(Zip Code) |
Registrant’s telephone number, including area code: +886-37-586788
N/A
(Former name or former address if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
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Trading Symbol(s) |
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Name of each exchange on which registered |
Common Stock, par value $0.0000056 |
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LEDS |
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The Nasdaq Stock Market |
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:
☐ 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))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. ☐
1
Item 1.01. Entry into a Material Definitive Agreement.
On January 8, 2019, the Company entered into loan agreements with each of the Chairman and Chief Executive Officer and its largest shareholder of the Company, with aggregate amounts of $1.7 million and $1.5 million, respectively, and an annual interest rate of both 8%. All proceeds of the loans were exclusively used to return the deposit to Formosa Epitaxy Incorporation in connection with the cancelled proposed sale of the Company’s headquarters building pursuant to the agreement dated December 15, 2015. The Company was initially required to repay the loans of $1.5 million on January 14, 2021 and $1.7 million on January 22, 2021. On January 16, 2021, the maturity date of these loans was extended to January 15, 2022, and on January 14, 2022, the maturity date of these loans was further extended to January 15, 2023. On January 13, 2023, the maturity date of these loans was extended with same terms and interest rate for one more year to January 15, 2024.
The foregoing description of the Third Amendment to Loan Agreements are attached as Exhibit 1.1 and Exhibit 1.2 to this Current Report on the Form 8-K (this “Current Report”) and are incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. |
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Description |
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1.1 |
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1.2 |
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Third Amendment to Loan Agreement dated January 13, 2023 between SemiLEDs Corporation and Trung Doan |
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104 |
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Cover Page Interactive Data File - the cover page iXBRL tags are embedded within the Inline XBRL document. |
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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: January 17, 2023 |
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SemiLEDs Corporation |
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By: |
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/s/ Christopher Lee |
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Name: |
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Christopher Lee |
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Title: |
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Chief Financial Officer |
3
Exhibit 1.1
THIRD AMENDMENT TO LOAN AGREEMENT
This Third Amendment to Loan Agreement (“Third Amendment”) is entered into as of January 13, 2023 (“Effective Date”) by and between SemiLEDs Corporation (“Borrower”), and J. R. Simplot Company (“Lender”) (the Borrower and the Lender are hereinafter collectively referred to as “Parties”, and individually a “Party”).
WHEREAS, the Parties have entered into that certain Loan Agreement as of January 8, 2019 (“Original Agreement”), and the Amendment to the Loan Agreement dated January 16, 2021 (“Amendment”); and the Second Amendment to the Loan Agreement dated January 14, 2022 (“Second Amendment”); the Maturity Date thereunder being January 15, 2022.
NOW, THEREFORE, the Parties desire to document the change of the amount of the loan facility, extend the Maturity Date and renew the Note as follows:
“2.2 Maturity of the Loan. The Borrower shall repay the Loan in full on the third anniversary of the Drawdown Date (the “Maturity Date”), unless the Loan is sooner accelerated pursuant to this Agreement or any other of the Loan Document.”
to:
“2.2 Maturity of the Loan. The Borrower shall repay the Loan in full on the fifth anniversary of the Drawdown Date (the “Maturity Date”), unless the Loan is sooner accelerated pursuant to this Agreement or any other of the Loan Document.”
The new Maturity Date of the Third Amended Loan is January 15, 2024.
The Parties hereto have caused this Third Amendment to be executed and delivered as of the date first written above.
SemiLEDs Corporation
By: /s/ Christopher Lee
Name: Christopher Lee
Title: Chief Financial Officer
J. R. Simplot Company
By: /s/ Scott R. Simplot
Name: Scott R. Simplot
Title: Chairman of the Board
Exhibit 1.2
THIRD AMENDMENT TO LOAN AGREEMENT
This Third Amendment to Loan Agreement (“Third Amendment”) is entered into as of January 13, 2023 (“Effective Date”) by and between SemiLEDs Corporation (“Borrower”), and Trung Doan (“Lender”) (the Borrower and the Lender are hereinafter collectively referred to as “Parties”, and individually a “Party”).
WHEREAS, the Parties have entered into that certain Loan Agreement as of January 8, 2019 (“Original Agreement”), and the Amendment to the Loan Agreement dated January 16, 2021 (“Amendment”); and the Second Amendment to the Loan Agreement dated January 14, 2022 (“Second Amendment”); the Maturity Date thereunder being January 15, 2022.
NOW, THEREFORE, the Parties desire to document the change of the amount of the loan facility, extend the Maturity Date and renew the Note as follows:
“2.2 Maturity of the Loan. The Borrower shall repay the Loan in full on the third anniversary of the Drawdown Date (the “Maturity Date”), unless the Loan is sooner accelerated pursuant to this Agreement or any other of the Loan Document.”
to:
“2.2 Maturity of the Loan. The Borrower shall repay the Loan in full on the fifth anniversary of the Drawdown Date (the “Maturity Date”), unless the Loan is sooner accelerated pursuant to this Agreement or any other of the Loan Document.”
The new Maturity Date of the Third Amended Loan is January 15, 2024.
The Parties hereto have caused this Third Amendment to be executed and delivered as of the date first written above.
SemiLEDs Corporation
By: /s/ Christopher Lee
Name: Christopher Lee
Title: Chief Financial Officer
Trung Doan
By: /s/ Trung Doan
Name: Trung Doan
Title: Chairman of the Board