8-K
SemiLEDs Corp (LEDS)
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): May 26, 2022
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,<br><br><br>Hsinchu Science Park, Chu-Nan 350,<br><br><br>Miao-Li County, Taiwan, R.O.C. | 350 | |
| --- | --- | |
| (Address of principal executive offices) | (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 | 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 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. ☐
Item 1.01. Entry into a Material Definitive Agreement.
On November 25, 2019 and on December 10, 2019, the Company issued convertible unsecured promissory notes (the “Notes”) to J.R. Simplot Company, its largest shareholder, and Trung Doan, its Chairman and Chief Executive Officer, (together, the “Holders”) with a principal sum of $1.5 million and $500 thousand, respectively, and an annual interest rate of 3.5%. Principal and accrued interest shall be due on demand by the Holders on and at any time after May 30, 2021. On February 7, 2020, J.R. Simplot Company assigned all of its right, title and interest in and to Simplot Taiwan Inc.. The outstanding principal and unpaid accrued interest of the Notes may be converted into the Company’s common stock based on a conversion price of $3.00 per share, at the option of the Holders any time from the date of the Notes. On May 25, 2020, each of the Holders converted $300,000 of the Notes into 100,000 shares of the Company’s common stock. On May 26, 2021, the Notes were extended with the same terms and interest rate for one year and matured on May 30, 2022. And on May 26, 2022, the Notes are extended with the same terms and interest rate for one year and now mature on May 30, 2023.
The foregoing description of the Second Amendment to Convertible Unsecured Promissory Notes 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. | Description |
|---|---|
| 1.1 | Second Amendment to Convertible Unsecured Promissory Note dated May 26, 2022 between SemiLEDs Corporation and Simplot Taiwan Inc. |
| 1.2 | Second Amendment to Convertible Unsecured Promissory Note dated May 26, 2022 between SemiLEDs Corporation and Trung Doan |
| 104 | Cover Page Interactive Data File - the cover page iXBRL tags are embedded within the Inline XBRL document. |
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: May 26, 2022 | ||
|---|---|---|
| SemiLEDs Corporation | ||
| By: | /s/ Christopher Lee | |
| Name: | Christopher Lee | |
| Title: | Chief Financial Officer |
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leds-ex11_7.htm
Exhibit 1.1
SECOND AMENDMENT TO CONVERTIBLE UNSECURED PROMISSORY NOTE
This Second Amendment to Convertible Unsecured Promissory Note (this “Second Amendment”) is entered into as of May 26, 2022 (“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, Borrower and J.R. Simplot Company (the “Original Noteholder”) entered into that certain Convertible Unsecured Promissory Note as of November 25, 2019 (the “Original Note”), and amended on May 26, 2021 to (i) document the change of the amount of the Original Note and (ii) extend the Maturity Date of the Original Note; the Maturity Date thereunder being May 30, 2022 (the “Amendment”, and together with the Original Note, the “Note”).
NOW, THEREFORE, the Parties desire to extend the Maturity Date of the Note.
| 1. | In addition to the terms defined elsewhere in this Second Amendment, capitalized terms used in this Second Amendment shall have the same meanings ascribed to them in the Note. |
|---|---|
| 2. | The Parties agree that the total principal amount outstanding under the Note is $1,200,000. |
| --- | --- |
| 3. | The Parties agree that the Maturity Date of the Note is extended to May 30, 2023. |
| --- | --- |
| 4. | Unless otherwise expressly provided herein, all other terms and conditions in the Note shall remain in full force and effect. |
| --- | --- |
| 5. | This Second Amendment shall be deemed as an integral part of the Note but shall take precedence if there is any discrepancy between this Second Amendment and the Note. |
| --- | --- |
| 6. | This Second 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 Second Amendment to be executed and delivered as of the Effective Date.
SemiLEDs Corporation
By:/s/ Trung Tri Doan
Name: Trung Doan
Title:C.E.O.
Simplot Taiwan Inc.
By:/s/ Scott R. Simplot
Name: Scott R. Simplot
Title:Director
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leds-ex12_6.htm
Exhibit 1.2
SECOND AMENDMENT TO CONVERTIBLE UNSECURED PROMISSORY NOTE
This Second Amendment to Convertible Unsecured Promissory Note (this “Second Amendment”) is entered into as of May 26, 2022 (“Effective Date”) by and between SemiLEDs Corporation (“Borrower”) and Trung Tri Doan (“Lender”) (Borrower and Lender are hereinafter collectively referred to as “Parties”, and individually a “Party”)
WHEREAS, the Parties have entered into that certain Convertible Unsecured Promissory Note as of December 10, 2019 (the “Original Note”), and amended on May 26, 2021 to (i) document the change of the amount of the Original Note and (ii) extend the Maturity Date of the Original Note; the Maturity Date thereunder being May 30, 2022 (the “Amendment”, and together with the Original Note, the “Note”).
NOW, THEREFORE, the Parties desire to extend the Maturity Date of the Note.
| 1. | In addition to the terms defined elsewhere in this Second Amendment, capitalized terms used in this Second Amendment shall have the same meanings ascribed to them in the Note. |
|---|---|
| 2. | The Parties agree that the total principal amount outstanding under the Note is $200,000. |
| --- | --- |
| 3. | The Parties agree that the Maturity Date of the Note is extended to May 30, 2023. |
| --- | --- |
| 4. | Unless otherwise expressly provided herein, all other terms and conditions in the Note shall remain in full force and effect. |
| --- | --- |
| 5. | This Second Amendment shall be deemed as an integral part of the Note but shall take precedence if there is any discrepancy between this Second Amendment and the Note. |
| --- | --- |
| 6. | This Second 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 Second Amendment to be executed and delivered as of the Effective Date.
SemiLEDs Corporation
By:/s/ Christopher Lee
Name: Christopher Lee
Title:Chief Financial Officer
Trung Tri Doan
By:/s/ Trung Tri Doan
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