Form 8-K - Current report

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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 15, 2025

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.		350
(Address of principal executive offices)		(Zip Code)

 

Registrant’s telephone number, including area code: [phone]

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		TradingSymbol(s)		Name of each exchange on which registered
Common Stock, par value $0.0000056		LEDS		The Nasdaq Stock Market

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of 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. ☐

 

 

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Item 1.01. Entry into a Material Definitive Agreement.

On January 8, 2019, the Company entered into loan agreements with each of its Chairman and Chief Executive Officer and the largest shareholder of the Company, with aggregate amounts of $1.7 million and $1.5 million, respectively, 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 Company was initially required to repay the loans of $1.5 million on January 14, 2021 and $1.7 million on January 22, 2021, respectively. On January 16, 2021, the maturity date of these loans was extended with same terms and interest rate for one year to January 15, 2022, and on January 14, 2022, the maturity date of these loans 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 these loans was further extended with same terms and interest rate for one year to January 15, 2024.

On January 7, 2024, J.R. Simplot Company assigned and transferred all of its right, title and interest in and to the loan agreement to Simplot Taiwan Inc., in accordance with and subject to the terms and conditions of the loan agreement.

On January 7, 2024, the Company entered into the Fourth Amendment to the loan agreements with each of Simplot Taiwan Inc. and Trung Doan (each, a “Fourth Amendment”).

The Fourth Amendment with Simplot Taiwan Inc. (i) extended the maturity date of its loan agreement to January 15, 2025, and (ii) upon mutual agreement of the Company and Simplot Taiwan Inc., permitted the Company to repay any principal amount or accrued interest, in an amount not to exceed $400,000, by issuing shares of the Company’s common stock in the name of Simplot Taiwan Inc. as partial repayment of the loan agreement at a price per share equal to the closing price of the Company’s common stock immediately preceding the business day of the payment notice date. All other terms and conditions of the loan agreement with Simplot Taiwan Inc. remained the same.

The Fourth Amendment to the loan agreement with Trung Doan amended the loan agreement’s maturity date with same terms and interest rate to January 15, 2025. All other terms and conditions of the loan agreement with Trung Doan remained the same.

On February 9, 2024, the Company and Trung Doan entered into the Fifth Amendment to the loan agreement (the “Fifth Amendment”). The Fifth Amendment, upon the mutual agreement of the Company and Trung Doan, permitted the Company to repay any principal amount or accrued interest, in an amount not to exceed $800,000, 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 Company’s common stock immediately preceding the business day of the payment notice date.

On July 3, 2024, the Company and Trung Doan entered into the Sixth Amendment to the loan agreement (the “Sixth Amendment”). The Sixth Amendment amended 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 Company’s common stock immediately preceding the business day of the payment notice date. All other terms and conditions of the loan agreement, as amended by the Sixth Amendment, remained the same.

On January 15, 2025, the Company entered into the Fifth Amendment to the Loan Agreement, and the Seventh Amendment to the Loan Agreement with Simplot Taiwan Inc. and Trung Doan, respectively (the “Amended Loan Agreement”), to amend the loans maturity date with same terms and interest rate to January 15, 2026. All other terms and conditions of the Loan Agreement remain the same.

The descriptions of the Amended Loan Agreement are summaries only and are qualified in their entirety by the full text of the Amended Loan Agreement, copies of which are attached hereto as Exhibit 10.1 and Exhibit 10.2, respectively, to this Current Report, each of which is incorporated by reference herein.

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Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
10.1		Fifth Amendment to Loan Agreement dated January 15, 2025 between SemiLEDs Corporation and Simplot Taiwan Inc.
10.2		Seventh Amendment to Loan Agreement dated January 15, 2025 between SemiLEDs Corporation and Trung Doan
104		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 16, 2025
		SemiLEDs Corporation
		By:		/s/ Christopher Lee
		Name:		Christopher Lee
		Title:		Chief Financial Officer

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Exhibit 10.1

FIFTH AMENDMENT TO LOAN AGREEMENT

 

This Fifth Amendment to Loan Agreement (this “Fifth Amendment”) is entered into as of January 15, 2025 (“Effective Date”) by and between SemiLEDs Corporation (“Borrower”) and Simplot Taiwan Inc. (“Lender”) (Borrower and Lender are hereinafter collectively referred to as “Parties”, and individually a “Party”).

WHEREAS, J. R. Simplot Company (the “Original Loan Holder”) and Borrower 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”); the Second Amendment to the Loan Agreement dated January 14, 2022 (“Second Amendment”); the Third Amendment to the Loan Agreement dated January 13, 2023 (“Third Amendment”) and the Fourth Amendment to the Loan Agreement dated January 07, 2024 (“Fourth Amendment”) the Maturity Date thereunder being January 15, 2025. The Loan Agreement together with the Amendment, the Second Amendment, Third Amendment, Fourth Amendment, and all Loan Documents are hereby collectively referred to as the “Loan Agreement”; and

 

WHEREAS, the Original Loan Holder assigned and transferred all of the Original Loan Holder’s right, title and interest in the Loan Agreement to Lender on January 07, 2024, immediately preceding the execution of this Fourth Amendment.

 

NOW, THEREFORE, the Parties desire to extend the Maturity Date and renew the Note as follows:

 

1.

In addition to the terms defined elsewhere in this Fifth Amendment, capitalized terms used in this Fifth Amendment shall have the same meanings ascribed to them in the Loan Agreement.

2.

The Parties agree to amend Section 2.2 of the Loan Agreement from:

“2.2 Maturity of the Loan. The Borrower shall repay the Loan in full on the sixth 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 seventh 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 is January 15, 2026.

 

3.

The Parties agree that corresponding changes shall be made to the Note attached to the Loan Agreement as follows:

(a)

The Maturity Date of the Note shall be amended to be January 15, 2026.

4.

Unless otherwise expressly provided herein, all other terms and conditions in the Loan Agreement shall remain in full force and effect.

5.

This Fifth Amendment shall be deemed as an integral part of the Loan Agreement but shall take precedence if there is any discrepancy between this Fifth Amendment and the Loan Agreement.

6.

This Fifth Amendment may be executed, including execution by email, in any number of counterparts, each of which shall be deemed to be an original and all of which together shall constitute one and the same document.

 

The Parties hereto have caused this Fifth Amendment to be executed and delivered as of the date first written above.

 

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Exhibit 10.1

 

SemiLEDs Corporation

 

By: /s/ Christopher Lee

Name: Christopher Lee

Title: Chief Financial Officer

Simplot Taiwan Inc.

 

By: /s/ Scott R. Simplot

Name: Scott R. Simplot

Title: Director

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Exhibit 10.2

SEVENTH AMENDMENT TO LOAN AGREEMENT

 

This Seventh Amendment to Loan Agreement (this “Seventh Amendment”) is entered into as of January 15, 2025 (“Effective Date”) by and between SemiLEDs Corporation (“Borrower”) and Trung Doan (“Lender”) (Borrower and Lender are hereinafter collectively referred to as “Parties”, and individually a “Party”).

WHEREAS, 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”); the Second Amendment to the Loan Agreement dated January 14, 2022 (“Second Amendment”); the Third Amendment to the Loan Agreement dated January 13, 2023 (“Third Amendment”); the Fourth Amendment to the Loan Agreement dated January 7, 2024 (“Fourth Amendment”); the Fifth amendment to the Loan Agreement dated February 9, 2024 (“Fifth Amendment”); and the Sixth Amendment to the loan Agreement dated July 3, 2024 (“Sixth Amendment”) the Maturity Date thereunder being January 15, 2025. The Loan Agreement together with the Amendment, the Second Amendment, Third Amendment, Fourth Amendment, Fifth Amendment, Sixth Amendment and all Loan Documents are hereby collectively referred to as the “Loan Agreement”.

 

NOW, THEREFORE, the Parties desire to extend the Maturity Date and renew the Note as follows:

 

1.

In addition to the terms defined elsewhere in this Seventh Amendment, capitalized terms used in this Seventh Amendment shall have the same meanings ascribed to them in the Loan Agreement.

2.

The Parties agree to amend Section 2.2 of the Loan Agreement from:

“2.2 Maturity of the Loan. The Borrower shall repay the Loan in full on the sixth 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 seventh 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 is January 15, 2026.

 

3.

The Parties agree that corresponding changes shall be made to the Note attached to the Loan Agreement as follows:

(a)

The Maturity Date of the Note shall be amended to be January 15, 2026.

4.

Unless otherwise expressly provided herein, all other terms and conditions in the Loan Agreement shall remain in full force and effect.

5.

This Seventh Amendment shall be deemed as an integral part of the Loan Agreement but shall take precedence if there is any discrepancy between this Seventh Amendment and the Loan Agreement.

6.

This Seventh Amendment may be executed, including execution by email, in any number of counterparts, each of which shall be deemed to be an original and all of which together shall constitute one and the same document.

 

The Parties hereto have caused this Seventh Amendment to be executed and delivered as of the date first written above.

 

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Exhibit 10.2

 

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

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Document and Entity Information	Jan. 15, 2025
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jan. 15, 2025
Entity Registrant Name	SEMILEDS CORPORATION
Entity Incorporation, State or Country Code	DE
Entity File Number	001-34992
Entity Tax Identification Number	20-2735523
Entity Address, Address Line One	3F, No.11 Ke Jung Rd., Chu-Nan Site
Entity Address, Address Line Two	Hsinchu Science Park, Chu-Nan 350
Entity Address, City or Town	Miao-Li County
Entity Address, Country	TW
Entity Address, Postal Zip Code	350
City Area Code	886
Local Phone Number	37-586788
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Entity Central Index Key	0001333822
Title of 12(b) Security	Common Stock, par value $0.0000056
Trading Symbol	LEDS
Security Exchange Name	NASDAQ

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