8-K - AEHR - Equibles

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)

October 21, 2025

AEHR TEST SYSTEMS
(Exact name of registrant as specified in its charter)
California	000-22893	94-2424084
---	---	---
(State or other jurisdiction<br><br>of incorporation)	(Commission File Number)	(IRS Employer<br><br>Identification No.)
400 KATO TERRACE<br><br>FREMONT, CA 94539
(Address of principal executive offices, including zip code)
510-623-9400
(Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since last report)

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 (see General Instruction A.2. below):

☐	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. ☐

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.01 per share	AEHR	The NASDAQ Capital Market

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

As disclosed on October 21, 2025, the stockholders of Aehr Test Systems (the “Company”) approved the adoption of the Amendment to the Amended and Restated 2006 Employee Stock Purchase Plan (the “2006 ESPP Amendment”) and the adoption of the Amendment to the 2023 Equity Incentive Plan (the “2023 Plan Amendment,” and, together with the 2006 ESPP Amendment, the “Stock Plan Amendments”) at the Company’s 2025 annual stockholders’ meeting held on October 20, 2025 (the “Annual Meeting”). The terms of the Stock Plan Amendments are set forth in the proxy statement, dated September 10, 2025, for the Annual Meeting, which was filed with the Securities and Exchange Commission on September 10, 2025. The descriptions of the 2023 Plan Amendment in the section of the proxy statement titled “Proposal Two - Approval of an Amendment to the 2023 Equity Incentive Plan” and the 2006 ESPP Amendment in the section of the proxy statement titled “Proposal Three - Approval of an Amendment to the Amended and Restated 2006 Employee Stock Purchase Plan” are incorporated herein by reference.

The foregoing descriptions of the 2006 ESPP Amendment and 2023 Plan Amendment do not purport to be complete and are qualified in their entirety by reference to the full text of the Stock Plan Amendments, copies of which are filed herewith as Exhibit 10.1 and Exhibit 10.2, respectively, and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits.

Exhibit No.
10.1*	Amendment to the Amended and Restated 2006 Employee Stock Purchase Plan.*
10.2*	Amendment to the 2023 Equity Incentive Plan.*
104	Cover Page Interactive Data file (the cover page XBRL tags are embedded within the Inline XBRL document).

* Management contracts or compensation plans or arrangements in which directors or executive officers are eligible to participate.

2

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<br><br>(Registrant)
Date: November 7, 2025	By:	/s/ Chris P. Siu
		Chris P. Siu
		Executive Vice President of Finance and
		Chief Financial Officer
3
---

aehr_ex101.htm EXHIBIT 10.1

AMENDMENT TO

AEHR TEST SYSTEMS

AMENDED AND RESTATED 2006 EMPLOYEE STOCK PURCHASE PLAN

THIS AMENDMENT TO AEHR TEST SYSTEMS AMENDED AND RESTATED 2006 EMPLOYEE STOCK PURCHASE PLAN (this “Amendment”), is made and adopted by the Board of Directors (the “Board”) of Aehr Test Systems, a California corporation (the “Company”), effective as of October 21, 2025 (the “Amendment Effective Date”). Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to them in the Plan (as defined below).

RECITALS

WHEREAS, the Company maintains the Aehr Test Systems Amended and Restated 2006 Employee Stock Purchase Plan (the “Plan”);

WHEREAS, pursuant to Section 20 of the Plan, the Plan may be amended at any time and for any reason by the Board; and

WHEREAS, the Company desires to amend the Plan as set forth herein.

NOW, THEREFORE, BE IT RESOLVED, that the Plan is hereby amended as set forth herein, subject to the approval of this Amendment by the Company’s stockholders.

AMENDMENT

The Plan is hereby amended as follows, effective as of the Amendment Effective Date:

Section 13(a). Section 13(a) of the Plan is hereby deleted and replaced in its entirety with the following:

“(a) Subject to adjustment upon changes in capitalization of the Company as provided in Section 19 hereof, the maximum number of shares of Common Stock that will be made available for sale under the Plan will be 1,882,144 shares of Common Stock.”

This Amendment shall be and, as of the Amendment Effective Date, hereby is incorporated in and forms a part of the Plan.
Except as expressly provided herein, all terms and provisions of the Plan shall remain in full force and effect.

aehr_ex102.htm EXHIBIT 10.2

FIRST AMENDMENT TO

AEHR TEST SYSTEMS

2023 EQUITY INCENTIVE PLAN

THIS FIRST AMENDMENT TO AEHR TEST SYSTEMS 2023 EQUITY INCENTIVE PLAN (this “First Amendment”), is made and adopted by the Board of Directors (the “Board”) of Aehr Test Systems, a California corporation (the “Company”), effective as of October 21, 2025 (the “Amendment Effective Date”). Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to them in the Plan (as defined below).

RECITALS

WHEREAS, the Company maintains the Aehr Test Systems 2023 Equity Incentive Plan (the “Plan”);

WHEREAS, pursuant to Section 11.4 of the Plan, the Plan may be amended at any time and from time to time by the Board; and

WHEREAS, the Company desires to amend the Plan as set forth herein.

NOW, THEREFORE, BE IT RESOLVED, that the Plan is hereby amended as set forth herein, subject to the approval of this First Amendment by the Company’s stockholders.

AMENDMENT

The Plan is hereby amended as follows, effective as of the Amendment Effective Date:

Section 2.31. Section 2.31 of the Plan is hereby deleted and replaced in its entirety with the following:

“2.31 “Overall Share Limit” means the sum of (a) 4,000,000 Shares, plus (b) any Shares that are subject to Prior Plan Awards that become available for issuance under the Plan as Shares pursuant to Article V.”

Section 5.3. Section 5.3 of the Plan is hereby deleted and relaced in its entirety with the following:

“5.3 Incentive Stock Option Limitations. Notwithstanding anything to the contrary herein, no more than 4,000,000 Shares (as adjusted to reflect any Equity Restructuring) may be issued pursuant to the exercise of Incentive Stock Options.”

This First Amendment shall be and, as of the Amendment Effective Date, hereby is incorporated in and forms a part of the Plan.
Except as expressly provided herein, all terms and provisions of the Plan shall remain in full force and effect.