CALIFORNIA
|
94-2424084
|
(State
or other jurisdiction of
|
(IRS
Employer Identification Number)
|
incorporation or
organization)
|
|
|
|
400
KATO TERRACE, FREMONT, CA
|
94539
|
(Address of
principal executive offices)
|
(Zip
Code)
|
Large
accelerated filer [ ]
|
Accelerated
filer [ ]
|
|
|
Non-accelerated
filer [ ]
|
Smaller
reporting company [X]
|
(Do not
check if a smaller reporting company)
|
|
|
|
Emerging growth
company [ ]
|
|
Item
1. Business
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4
|
Item
1A. Risk Factors
|
9
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Item
1B. Unresolved Staff Comments
|
15
|
Item 2.
Properties
|
15
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Item
3. Legal Proceedings
|
15
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Item
4. Mine Safety Disclosures
|
15
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|
|
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PART II
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|
|
|
Item
5. Market for Registrant’s Common Equity,
Related Stockholder Matters and Issuer
Purchases of Equity
Securities
|
16
|
Item
6. Selected Consolidated Financial
Data
|
17
|
Item
7. Management’s Discussion and Analysis of
Financial Condition and Results of Operations
|
19
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Item
7A. Quantitative and Qualitative Disclosures about Market
Risk
|
24
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Item
8. Financial Statements and Supplementary
Data
|
26
|
Item
9. Changes in and Disagreements with Accountants
on Accounting and Financial Disclosure
|
51
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Item
9A. Controls and Procedures
|
51
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Item
9B. Other Information
|
51
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PART III
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|
|
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Item
10. Directors, Executive Officers and Corporate
Governance
|
52
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Item
11. Executive Compensation
|
52
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Item
12. Security Ownership of Certain Beneficial Owners and Management
and Related Stockholder
Matters
|
52
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Item
13. Certain Relationships and Related Transactions
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52
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Item
14. Principal Accountant Fees and Services
|
52
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PART IV
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|
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Item
15. Exhibits, Financial Statement Schedules
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53
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|
|
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Signatures
|
57
|
|
High
|
Low
|
Fiscal
2017:
|
|
|
First quarter ended August 31,
2016
|
$
3.42
|
$
0.96
|
Second quarter ended November 30,
2016
|
3.58
|
2.05
|
Third quarter ended February 28,
2017
|
5.28
|
2.15
|
Fourth quarter ended May 31,
2017
|
6.10
|
3.37
|
|
|
|
Fiscal
2016:
|
|
|
First quarter ended August 31,
2015
|
$
2.49
|
$
1.95
|
Second quarter ended November 30,
2015
|
2.50
|
1.72
|
Third quarter ended February 29,
2016
|
2.02
|
1.01
|
Fourth quarter ended May 31,
2016
|
1.76
|
0.95
|
|
Payments Due by Period (in thousands)
|
||||
|
Total
|
Less than
1 year
|
1-3
years
|
3-5
years
|
5
years
|
Operating Leases
|
$
567
|
$
502
|
$
65
|
$
--
|
$
--
|
Convertible Notes
|
6,110
|
--
|
6,110
|
--
|
--
|
Interest on Convertible Notes
(1)
|
1,160
|
550
|
610
|
--
|
--
|
Purchases (2)
|
5,684
|
5,684
|
--
|
--
|
--
|
Total
|
$
13,521
|
$
6,736
|
$
6,785
|
$
--
|
$
--
|
Consolidated
Financial Statements of Aehr Test Systems
|
|
|
|
Report
of Independent Registered Public Accounting Firm
|
27
|
|
|
Consolidated
Balance Sheets at May 31, 2017 and 2016
|
28
|
|
|
Consolidated
Statements of Operations for the years ended May 31, 2017, 2016 and
2015
|
29
|
|
|
Consolidated
Statements of Comprehensive Loss for the years ended May 31, 2017,
2016 and 2015
|
30
|
|
|
Consolidated
Statements of Shareholders' Equity (Deficit) for the years ended
May 31, 2017, 2016 and 2015
|
31
|
|
|
Consolidated
Statements of Cash Flows for the years ended May 31, 2017, 2016 and
2015
|
32
|
|
|
Notes
to Consolidated Financial Statements
|
33
|
|
Year Ended May 31,
|
||
|
2017
|
2016
|
2015
|
|
|
|
|
Net sales
|
$
18,898
|
$
14,501
|
$
10,018
|
Cost of sales
|
12,118
|
9,356
|
6,180
|
Gross profit
|
6,780
|
5,145
|
3,838
|
|
|
|
|
Operating
expenses:
|
|
|
|
Selling, general and
administrative
|
7,052
|
6,975
|
6,470
|
Research and
development
|
4,657
|
4,324
|
4,062
|
|
|
|
|
Total operating
expenses
|
11,709
|
11,299
|
10,532
|
|
|
|
|
Loss from operations
|
(4,929
)
|
(6,154
)
|
(6,694
)
|
|
|
|
|
Interest expense
|
(678
)
|
(605
)
|
(130
)
|
Other (expense) income, net
|
(21
)
|
(16
)
|
211
|
|
|
|
|
Loss before income tax expense
|
(5,628
)
|
(6,775
)
|
(6,613
)
|
|
|
|
|
Income tax expense
|
(25
)
|
(10
)
|
(34
)
|
Net loss
|
(5,653
)
|
(6,785
)
|
(6,647
)
|
Less:
Net income attributable
to the noncontrolling interest
|
--
|
--
|
--
|
|
|
|
|
Net
loss attributable to Aehr Test Systems
common shareholders
|
$
(5,653
)
|
$
(6,785
)
|
$
(6,647
)
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss per share – basic and
diluted
|
$
(0.35
)
|
$
(0.52
)
|
$
(0.55
)
|
Shares used in per share calculation –
basic
|
16,267
|
13,091
|
12,047
|
Shares used in per share calculation –
diluted
|
16,267
|
13,091
|
12,047
|
|
Year Ended May 31,
|
||
|
2017
|
2016
|
2015
|
|
|
|
|
|
|
|
|
Net
loss
|
$
(5,653
)
|
$
(6,785
)
|
$
(6,647
)
|
|
|
|
|
Other comprehensive
income (loss), net of tax:
Foreign currency
translation income loss
|
13
|
4
|
(254
)
|
|
|
|
|
Total comprehensive
loss
|
(5,640
)
|
(6,781
)
|
(6,901
)
|
Less: Comprehensive
income (loss) attributable to
noncontrolling
interest
|
1
|
(2
)
|
3
|
|
|
|
|
Comprehensive
loss
, attributable to
Aehr Test Systems
|
$
(5,641
)
|
$
(6,779
)
|
$
(6,904
)
|
|
Common
Stock
|
Additional Paid-in
|
Accumulated Other Comprehensive
|
Accumulated
|
Total Aehr
Test Systems Shareholders' Equity |
Noncontrolling
|
Total Shareholders'
|
|
|
Shares
|
Amount
|
Capital
|
Income
|
Deficit
|
(Deficit)
|
Interest
|
Equity
(Deficit)
|
Balances,
May 31, 2014
|
11,203
|
$
112
|
$
52,142
|
$
2,488
|
$
(47,692
)
|
$
7,050
|
$
(21
)
|
$
7,029
|
|
|
|
|
|
|
|
|
|
Issuance of common stock
under private
placement
|
1,065
|
11
|
2,563
|
--
|
--
|
2,574
|
--
|
2,574
|
Issuance of common stock
under employee plans
|
589
|
6
|
849
|
--
|
--
|
855
|
--
|
855
|
Stock-based
compensation
|
--
|
--
|
993
|
--
|
--
|
993
|
--
|
993
|
Net
loss
|
--
|
--
|
--
|
--
|
(6,647
)
|
(6,647
)
|
--
|
(6,647
)
|
Foreign currency
translation adjustment
|
--
|
--
|
--
|
(257
)
|
--
|
(257
)
|
3
|
(254
)
|
|
|
|
|
|
|
|
|
|
Balances,
May 31, 2015
|
12,857
|
129
|
56,547
|
2,231
|
(54,339
)
|
4,568
|
(18
)
|
4,550
|
|
|
|
|
|
|
|
|
|
Issuance of common stock
under employee plans
|
359
|
3
|
509
|
--
|
--
|
512
|
--
|
512
|
Stock-based
compensation
|
--
|
--
|
996
|
--
|
--
|
996
|
--
|
996
|
Net
loss
|
--
|
--
|
--
|
--
|
(6,785
)
|
(6,785
)
|
--
|
(6,785
)
|
Foreign currency
translation adjustment
|
--
|
--
|
--
|
6
|
--
|
6
|
(2
)
|
4
|
|
|
|
|
|
|
|
|
|
Balances,
May 31, 2016
|
13,216
|
132
|
58,052
|
2,237
|
(61,124
)
|
(703
)
|
(20
)
|
(723
)
|
|
|
|
|
|
|
|
|
|
Issuance of common stock
under employee plans
|
779
|
8
|
696
|
--
|
--
|
704
|
--
|
704
|
Issuance of common stock
under public offering
|
4,423
|
44
|
15,788
|
--
|
--
|
15,832
|
--
|
15,832
|
Issuance of common stock
under private
offering
|
2,722
|
27
|
5,272
|
--
|
--
|
5,299
|
--
|
5,299
|
Issuance of common stock in
consideration for
cancellation
of outstanding vendor
invoice
|
200
|
2
|
321
|
--
|
--
|
323
|
--
|
323
|
Stock-based compensation
|
--
|
--
|
999
|
--
|
--
|
999
|
--
|
999
|
Net
loss
|
--
|
--
|
--
|
--
|
(5,653
)
|
(5,653
)
|
--
|
(5,653
)
|
Foreign currency
translation adjustment
|
--
|
--
|
--
|
12
|
--
|
12
|
1
|
13
|
|
|
|
|
|
|
|
|
|
Balances,
May 31, 2017
|
21,340
|
$
213
|
$
81,128
|
$
2,249
|
$
(66,777
)
|
$
16,813
|
$
(19
)
|
$
16,794
|
|
Year Ended May 31,
|
||
|
2017
|
2016
|
2015
|
Cash
flows from operating activities:
|
|
|
|
Net loss
|
$
(5,653
)
|
$
(6,785
)
|
$
(6,647
)
|
Adjustments to reconcile net loss to net cash used in
operating activities:
|
|
|
|
Stock-based compensation
expense
|
999
|
1,016
|
997
|
Provision (recovery of)
for doubtful accounts
|
53
|
(13
)
|
(30
)
|
Loss on disposal of
asset
|
--
|
2
|
--
|
Amortization of debt
issuance cost
|
148
|
177
|
31
|
Depreciation and
amortization
|
271
|
203
|
135
|
Changes
in operating assets and liabilities:
|
|
|
|
Accounts
receivable
|
(3,507
)
|
887
|
1,774
|
Inventories
|
430
|
70
|
(1,008
)
|
Prepaid
expenses and other
|
(707
)
|
9
|
34
|
Accounts
payable
|
1,686
|
564
|
(850
)
|
Accrued
expenses
|
53
|
539
|
(371
)
|
Customer
deposits and deferred revenue
|
1,730
|
(2,909
)
|
3,702
|
Income taxes
payable
|
2
|
(41
)
|
(15
)
|
Deferred
rent
|
--
|
--
|
(8
)
|
Net
cash used in operating activities
|
(4,495
)
|
(6,281
)
|
(2,256
)
|
|
|
|
|
Cash
flows from investing activities:
|
|
|
|
Purchases of property and
equipment
|
(477
)
|
(919
)
|
(118
)
|
Net
cash used in investing activities
|
(477
)
|
(919
)
|
(118
)
|
|
|
|
|
Cash
flows from financing activities:
|
|
|
|
Line of credit borrowings
(repayments), net
|
--
|
2,000
|
(777
)
|
Proceeds from issuance of
convertible notes, net
|
--
|
(6
)
|
3,760
|
Proceeds from issuance of common stock
under public
offering, net of issuance costs
|
15,832
|
--
|
--
|
Proceeds from issuance of common stock
under private
placement, net of issuance costs
|
5,299
|
--
|
2,574
|
Proceeds from issuance of common stock
under employee
plans
|
704
|
512
|
855
|
Net
cash provided by financing activities
|
21,835
|
2,506
|
6,412
|
|
|
|
|
|
|
|
|
Effect
of exchange rates on cash and
cash equivalents
|
1
|
106
|
(320
)
|
|
|
|
|
Net increase (decrease) in cash and
cash equivalents
|
16,864
|
(4,588
)
|
3,718
|
|
|
|
|
Cash and cash equivalents, beginning of
year
|
939
|
5,527
|
1,809
|
Cash and cash equivalents, end of
year
|
$
17,803
|
$
939
|
$
5,527
|
|
|
|
|
Supplemental
cash flow information:
|
|
|
|
Cash
paid during the year for:
|
|
|
|
Income
taxes
|
$
18
|
$
47
|
$
26
|
Interest
|
$
516
|
$
302
|
$
130
|
|
|
|
|
Supplemental
disclosure of non-cash flow information:
|
|
|
|
Net
change in capitalized stock-based compensation
|
$
--
|
$
(20
)
|
$
(4
)
|
Line
of credit converted to convertible notes
|
$
--
|
$
2,000
|
$
--
|
Fair
value of common stock issued to settle accounts
payable
|
$
323
|
$
--
|
$
--
|
|
Balance as of
|
|
|
|
|
May 31, 2017
|
Level 1
|
Level 2
|
Level 3
|
Money market funds
|
$
15,516
|
$
15,516
|
$
--
|
$
--
|
Certificate of deposit
|
50
|
--
|
50
|
--
|
Assets
|
$
15,566
|
$
15,516
|
$
50
|
$
--
|
|
|
|
|
|
|
Balance as of
|
|
|
|
|
May 31, 2016
|
Level 1
|
Level 2
|
Level 3
|
Money market funds
|
$
1
|
$
1
|
$
--
|
$
--
|
Certificate of deposit
|
50
|
--
|
50
|
--
|
Assets
|
$
51
|
$
1
|
$
50
|
$
--
|
|
|
|
|
|
Furniture
and fixtures
|
2 to 6
years
|
Machinery
and equipment
|
3 to 6
years
|
Test
equipmen
t
|
4 to 6
years
|
|
May 31,
|
|
|
2017
|
2016
|
Accounts receivable
|
$
4,071
|
$
530
|
Less: Allowance for doubtful accounts
|
(61
)
|
(8
)
|
|
$
4,010
|
$
522
|
|
|
Additions
|
|
|
|
Balance at
|
charged to
|
|
Balance
|
|
beginning
|
costs and
|
|
at end
|
|
of year
|
expenses
|
Deductions*
|
of year
|
|
|
|
|
|
Allowance
for doubtful
accounts receivable:
|
|
|
|
|
May
31, 2017
|
$
8
|
$
53
|
$
--
|
$
61
|
|
|
|
|
|
May
31, 2016
|
$
21
|
$
--
|
$
(13
)
|
$
8
|
|
May 31,
|
|
|
2017
|
2016
|
Raw materials and
sub-assemblies
|
$
4,268
|
$
2,839
|
Work in process
|
2,059
|
4,151
|
Finished goods
|
277
|
43
|
|
$
6,604
|
$
7,033
|
|
May 31,
|
|
|
2017
|
2016
|
Leasehold improvements
|
$
1,145
|
$
1,072
|
Furniture and fixtures
|
974
|
974
|
Machinery and equipment
|
3,035
|
2,330
|
Test equipment
|
2,268
|
2,581
|
|
|
|
|
7,422
|
6,957
|
Less:
Accumulated depreciation
and
amortization
|
(6,003
)
|
(5,753
)
|
|
$
1,419
|
$
1,204
|
|
May
31,
|
|
|
2017
|
2016
|
Payroll related
|
$
934
|
$
706
|
Professional services
|
161
|
166
|
Accrued interest
|
139
|
110
|
Commissions and bonuses
|
125
|
227
|
Warranty
|
113
|
155
|
Taxes payable
|
69
|
63
|
Investor relations
|
25
|
88
|
Other
|
43
|
38
|
|
$
1,609
|
$
1,553
|
|
Year Ended May 31,
|
||
|
2017
|
2016
|
2015
|
Domestic
|
$
(5,663
)
|
$
(6,794
)
|
$
(6,871
)
|
Foreign
|
35
|
19
|
258
|
|
$
(5,628
)
|
$
(6,775
)
|
$
(6,613
)
|
Beginning balance as of May 31,
2014
|
$
973
|
Decreases related to prior year tax
positions
|
--
|
Decreases related to lapse of statute of
limitations
|
(54
)
|
|
|
Balance at May 31, 2015
|
$
919
|
|
|
Decreases related to prior year tax
positions
|
(124
)
|
Decreases related to lapse of statute of
limitations
|
(6
)
|
|
|
Balance at May 31, 2016
|
$
789
|
|
|
Decreases related to prior year tax
positions
|
--
|
Decreases related to lapse of statute of
limitations
|
--
|
|
|
Balance at May 31, 2017
|
$
789
|
|
May 31,
|
|
|
2017
|
2016
|
Customer deposits
|
$
3,264
|
$
540
|
Deferred revenue
|
203
|
1,174
|
|
$
3,467
|
$
1,714
|
|
May 31,
|
May 31,
|
|
2017
|
2016
|
Principal
|
$
6,110
|
$
6,110
|
Unamortized debt issuance
costs
|
--
|
(148
)
|
|
$
6,110
|
$
5,962
|
|
Available
|
|
Shares
|
Balances, May 31, 2014
|
1,145
|
|
|
Additional shares reserved
|
860
|
Options granted
|
(1,253
)
|
Options terminated
|
93
|
|
|
Balances, May 31, 2015
|
845
|
|
|
Additional shares reserved
|
800
|
Options granted
|
(92
)
|
RSUs granted
|
(35
)
|
Options terminated
|
329
|
|
|
Balances, May 31, 2016
|
1,847
|
|
|
Additional shares reserved
|
2,238
|
Options granted
|
(368
)
|
RSUs granted
|
(157
)
|
Options terminated
|
55
|
Plan shares expired
|
(1,446
)
|
|
|
Balances, May 31, 2017
|
2,169
|
|
Outstanding Options
|
||
|
|
Weighted
|
|
|
Number
|
Average
|
Aggregate
|
|
of
|
Exercise
|
Intrinsic
|
|
Shares
|
Price
|
Value
|
Balances, May 31, 2014
|
3,002
|
$
1.31
|
$
2,913
|
|
|
|
|
Options granted
|
1,253
|
$
2.38
|
|
Options terminated
|
(93
)
|
$
2.30
|
|
Options exercised
|
(476
)
|
$
1.33
|
|
|
|
|
|
Balances, May 31, 2015
|
3,686
|
$
1.66
|
$
2,946
|
|
|
|
|
Options granted
|
92
|
$
2.12
|
|
Options terminated
|
(329
)
|
$
1.93
|
|
Options exercised
|
(248
)
|
$
1.34
|
|
|
|
|
|
Balances, May 31, 2016
|
3,201
|
$
1.66
|
$
189
|
|
|
|
|
Options granted
|
368
|
$
1.83
|
|
Options terminated
|
(55
)
|
$
1.42
|
|
Options exercised
|
(440
)
|
$
1.35
|
|
|
|
|
|
Balances, May 31, 2017
|
3,074
|
$
1.73
|
$
8,763
|
|
|
|
|
Options exercisable and expected to be
exercisable at May
31, 2017
|
3,030
|
$
1.72
|
$
8,654
|
|
Options
Outstanding
|
Options
Exercisable
|
|||||
|
at May 31,
2017
|
at May 31,
2017
|
|||||
Range of
Exercise
Prices
|
Number
Outstanding Shares
|
Weighted Average
Remaining Contractual Life (Years)
|
Weighted Average
Exercise Price
|
Number
Exercisable Shares
|
Weighted Average
Remaining Contractual Life (Years)
|
Weighted Average
Exercise Price
|
Aggregate
Intrinsic Value
|
$
0.59-$0.97
|
514
|
1.77
|
$
0.66
|
514
|
1.77
|
$
0.66
|
|
$
1.09-$1.40
|
784
|
2.41
|
$
1.28
|
773
|
2.40
|
$
1.28
|
|
$
1.68-$2.06
|
542
|
5.12
|
$
1.77
|
287
|
4.26
|
$
1.85
|
|
$
2.10-$2.81
|
1,234
|
4.53
|
$
2.44
|
848
|
4.46
|
$
2.46
|
|
|
|
|
|
|
|
|
|
$
0.59-$2.81
|
3,074
|
3.63
|
$
1.73
|
2,422
|
3.21
|
$
1.63
|
$7,148
|
|
Year Ended May 31,
|
||
|
2017
|
2016
|
2015
|
Foreign exchange (loss) gain
|
$
(21
)
|
$
(19
)
|
$
194
|
Other, net
|
--
|
3
|
17
|
|
$
(21
)
|
$
(16
)
|
$
211
|
|
United
|
|
|
|
|
States
|
Asia
|
Europe
|
Total
|
2017:
|
|
|
|
|
Net sales
|
$
7,762
|
$
10,439
|
$
697
|
$
18,898
|
Property and equipment,
net
|
1,364
|
40
|
15
|
1,419
|
|
|
|
|
|
2016:
|
|
|
|
|
Net sales
|
$
2,957
|
$
10,228
|
$
1,316
|
$
14,501
|
Property and equipment,
net
|
1,151
|
39
|
14
|
1,204
|
|
|
|
|
|
2015:
|
|
|
|
|
Net sales
|
$
3,648
|
$
4,943
|
$
1,427
|
$
10,018
|
Property and equipment,
net
|
432
|
34
|
12
|
478
|
|
Three Months Ended
|
|||
|
Aug. 31,
|
Nov. 30,
|
Feb. 28,
|
May 31,
|
|
2016
|
2016
|
2017
|
2017
|
Net sales
|
$
5,318
|
$
4,216
|
$
2,681
|
$
6,683
|
Gross profit
|
$
2,206
|
$
1,463
|
$
503
|
$
2,608
|
Net loss
|
$
(755
)
|
$
(1,452
)
|
$
(2,651
)
|
$
(795
)
|
Net loss per share basic and
diluted
|
$
(0.06
)
|
$
(0.09
)
|
$
(0.16
)
|
$
(0.04
)
|
|
|
|
|
|
|
Three Months Ended
|
|||
|
Aug. 31,
|
Nov. 30,
|
Feb. 29,
|
May 31,
|
|
2015
|
2015
|
2016
|
2016
|
Net sales
|
$
6,633
|
$
4,620
|
$
1,677
|
$
1,571
|
Gross profit
(loss)
|
$
3,383
|
$
1,691
|
$
169
|
$
(98
)
|
Net income (loss)
|
$
294
|
$
(1,048
)
|
$
(2,975
)
|
$
(3,056
)
|
Net income (loss) per share basic and
diluted
|
$
0.02
|
$
(0.08
)
|
$
(0.23
)
|
$
(0.23
)
|
|
|
|
|
|
Exhibit
No.
|
|
Description
|
3.1(1)
|
|
Restated
Articles of Incorporation of Registrant.
|
3.2(2)
|
|
Amended
and Restated Bylaws of Registrant.
|
4.1(3)
|
|
Form of
Common Stock certificate.
|
4.2(4)
|
|
Convertible
Note Purchase and Credit Facility Agreement, dated April 10, 2015,
by and among Aehr Test Systems, QVT Fund LP and Quintessence Fund
L.P.
|
4.3(5)
|
|
Amendment
to Convertible Note Purchase and Credit Facility Agreement and 9.0%
Notes, dated August 22, 2016, by and among Aehr Test Systems, QVT
Fund LP and Quintessence Fund L.P.
|
4.4
|
|
Form of
9.0% Convertible Secured Note due 2017 (included in Exhibit
4.2)
|
4.5
|
|
Form of
5.0% Secured Revolving Credit Note (included in Exhibit
4.2)
|
4.6(6)
|
|
Registration
Rights Agreement, dated April 10, 2015, by and among Aehr Test
Systems, QVT Fund LP and Quintessence Fund L.P.
|
4.7(7)
|
|
Registration
Rights Agreement by and among the Company and the Investors (as
defined therein), dated as of September 22, 2016.
|
10.1(8)
|
|
2006
Equity Incentive Plan.*
|
10.2(9)
|
|
Amended
and Restated 2006 Employee Stock Purchase Plan.*
|
10.3(10)
|
|
2016
Equity Incentive Plan.*
|
10.4(11)
|
|
Form of
Indemnification Agreement entered into between Registrant and its
directors and executive officers.*
|
10.5(12)
|
|
Form of
Change of Control Agreement.*
|
10.6(13)
|
|
Lease
dated August 3, 1999 for facilities located at Building C, 400 Kato
Terrace, Fremont, California.
|
10.6.1(14)
|
|
First
Amendment dated May 06, 2008 for facilities located at400 Kato
Terrace, Fremont, California.
|
10.6.2(15)
|
|
Second
Amendment dated November 7, 2014 for facilities located at400 Kato
Terrace, Fremont, California.
|
10.10(16)
|
|
Offer
Letter dated January 3, 2012, between the Company and Gayn
Erickson.*
|
10.11(17)
|
|
Offer
Letter dated March 5, 2013, between the Company and Rhea
Posedel.*
|
10.12(18)
|
|
Change
of Control Severance Agreement dated January 3, 2012, between the
Company and Gayn Erickson.*
|
10.13(19)
|
|
Amended
and Restated Change of Control Severance Agreement dated March 5,
2013, between the Company and Rhea J. Posedel.*
|
10.14(20)
|
|
Common
Stock Purchase Agreement by and among the Company and the Investors
(as defined therein), dated as of March 15, 2013.
|
10.15(21)
|
|
Common
Stock Purchase Agreement by and among the Company and the Investors
(as defined therein), dated as of November 24, 2014.
|
10.16(22)
|
|
Security
Agreement, dated April 10, 2015, by and among Aehr Test Systems,
QVT Fund LP and Quintessence Fund L.P.
|
10.17(23)
|
|
Form of
2006 Equity Incentive Plan Stock Option Award
Agreement.*
|
10.18(24)
|
|
Form of
2006 Equity Incentive Plan Restricted Stock Unit
Award.*
|
|
Form of
2016 Equity Incentive Plan Stock Option Award
Agreement.*
|
|
|
Form of
2016 Equity Incentive Plan Restricted Stock Unit
Award.*
|
|
10.21(25)
|
|
Purchase
Agreement by and among the Company and the Investors (as defined
therein), dated as of September 22, 2016.
|
|
Subsidiaries
of the Company.
|
|
|
Consent
of BPM LLP - Independent Registered Public Accounting Firm (filed
herewith).
|
|
24.1
|
|
Power
of Attorney (incorporated by reference to the signature page of
this Annual Report on Form 10-K).
|
|
Certification
Statement of Chief Executive Officer pursuant to Section 302(a) of
the Sarbanes-Oxley Act of 2002 (filed herewith).
|
|
31.2 |
|
Certification Statement of Chief Financial Officer pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002 (filed herewith). |
32.1
|
|
Certification
of Chief Executive Officer and Chief Financial Officer pursuant to
18 U.S.C. Section 1350, as adopted pursuant
to Section 906 of
the Sarbanes-Oxley Act of 2002 (furnished
herewith).
|
101.INS
|
|
XBRL
Instance Document
|
101.SCH
|
|
XBRL
Taxonomy Extension Schema Document
|
101.CAL
|
|
XBRL
Taxonomy Extension Calculation Linkbase Document
|
101.DEF
|
|
XBRL
Taxonomy Extension Definition Linkbase Document
|
101.LAB
|
|
XBRL
Taxonomy Extension Label Linkbase Document
|
101.PRE
|
|
XBRL
Taxonomy Extension Presentation Linkbase Document
|
|
AEHR TEST
SYSTEMS
|
|
|
|
|
|
|
Date
|
By:
|
/s/
GAYN
ERICKSON
|
|
|
|
Gayn Erickson
|
|
|
|
PRESIDENT AND CHIEF EXECUTIVE OFFICER |
|
Signature
|
|
Title
|
|
Date
|
|
|
President, Chief
Executive
|
|
|
|
|
Officer, and
Director
|
|
|
/s/
GAYN ERICKSON
|
|
(Principal
Executive Officer)
|
|
August
29, 2017
|
Gayn Erickson
|
|
Vice
President of Finance
|
|
|
|
|
and
Chief Financial Officer
|
|
|
/s/ KENNETH
B. SPINK
|
|
(Principal
Financial and
|
|
August
29, 2017
|
Kenneth B. Spink
|
|
|
|
|
|
|
|
|
|
/s/ RHEA J.
POSEDEL
|
|
Chairman
|
|
August
29, 2017
|
Rhea J. Posedel
|
|
|
|
|
|
|
|
|
|
/s/ ROBERT
R. ANDERSON
|
|
Director
|
|
August
29, 2017
|
Robert R. Anderson
|
|
|
|
|
|
|
|
|
|
/s/ WILLIAM
W. R. ELDER
|
|
Director
|
|
August
29, 2017
|
William W. R. Elder
|
|
|
|
|
|
|
|
|
|
/s/ MARIO M.
ROSATI
|
|
Director
|
|
August
29, 2017
|
Mario M. Rosati
|
|
|
|
|
|
|
|
|
|
/s/ JOHN M.
SCHNEIDER
|
|
Director
|
|
August
29, 2017
|
John M. Schneider
|
|
|
|
|
|
|
|
|
|
/s/ HOWARD
T. SLAYEN
|
|
Director
|
|
August
29, 2017
|
Howard T. Slayen
|
|
|
|
|
Name
(“Participant”):
|
«Name»
|
Address:
|
«Address»
|
Date of
Grant
|
«GrantDate»
|
Vesting
Commencement Date
|
«VCD»
|
Number
of Shares Granted
|
«Shares»
|
Exercise Price per
Share
|
$«SharePrice»
|
Total
Exercise Price
|
$«TotalExercisePrice»
|
Type of
Option
|
[ ]
Incentive Stock Option
|
|
[ ]
Nonstatutory Stock Option
|
Term/Expiration
Date
|
«Term»
or «ExpirationDate»
|
PARTICIPANT
|
|
AEHR
TEST SYSTEMS
|
|
|
|
|
|
|
Signature
|
|
By
|
|
|
|
|
|
|
Print Name
|
|
Print
Name
|
|
|
|
Address:
|
|
Title
|
|
|
|
|
|
|
|
|
|
Submitted by:
|
|
Accepted by:
|
|
|
|
PURCHASER:
|
|
AEHR TEST SYSTEMS
|
|
|
|
Signature
|
|
By
|
|
|
|
Print Name
|
|
Its
|
|
|
|
Address
:
|
|
|
|
|
|
|
|
Date Received |
|
|
|
Name
(“Participant):
|
«Name»
|
|
|
Address:
|
«Address»
|
Date of
Grant:
|
«GrantDate»
|
|
|
Vesting
Commencement Date:
|
«VCD»
|
|
|
Number
of Restricted Stock Units:
|
«Shares»
|
PARTICIPANT
|
|
AEHR
TEST SYSTEMS
|
|
|
|
|
|
|
Signature
|
|
By
|
|
|
|
|
|
|
Print Name
|
|
Print
Name
|
|
|
|
Address:
|
|
Title
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
/s/
GAYN
ERICKSON
|
|
|
|
Gayn
Erickson
|
|
|
|
President and Chief Executive Officer |
|
|
|
|
|
|
|
/s/
KENNETH
B. SPINK
|
|
|
|
Kenneth B.
Spink
|
|
|
|
Vice President of Finance and Chief Financial Officer |
|
|
|
|
|
|
By:
|
/s/
GAYN
ERICKSON
|
|
|
|
Gayn
Erickson
|
|
|
|
President and Chief Executive Officer |
|
|
|
|
|
|
By: |
/s/
KENNETH
B. SPINK
|
|
|
|
Kenneth B.
Spink
|
|
|
|
Vice President of Finance and Chief Financial Officer |
|