8-K - LEDS - 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):	June 22, 2021

SemiLEDs Corp

(Exact Name of Registrant as Specified in Charter)

Delaware	001-34992	20-2735523
(State or Other Jurisdiction	(Commission	(IRS Employer
of Incorporation)	File Number)	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:	+88637586788
---	---

(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))
---	---

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 $0.0000056	LEDS	The Nasdaq Stock Market LLC

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 8.01. Other Events.

On June 22, 2021, SemiLEDS Corporation, a Delaware corporation (the “Company”), issued 35,365 shares (the “Shares”) of the Company’s common stock pursuant to an Agreement Regarding

  Satisfaction of Judgment dated June 14, 2021, as amended on June 16, 2021 and June 21, 2021 \(collectively, the “Settlement Agreement”\), by and between the Company and
  Well Thrive Ltd. \(“Well Thrive”\).  The Shares are being issued in consideration of the amount payable under the terms of the Settlement Agreement a judgment in favor
  of Well Thrive and, accordingly, no cash proceeds will be received by the Company from the issuance of the Shares.

The issuance of the Shares to Well Thrive is being made pursuant to a Registration Statement (File No. 333-256613)

  on Form S-3 \(the “Registration Statement”\), which was declared effective by the Securities and Exchange Commission \(the “SEC”\) on June 8, 2021, the base prospectus included in the Registration Statement dated June 8, 2021, and a prospectus supplement filed by the Company with the SEC on June 22, 2021.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Number	Description
5.1	Opinion of Orrick, Herrington & Sutcliffe LLP.
23.1	Consent of Orrick, Herrington & Sutcliffe LLP (included in Exhibit 5.1).
104	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

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 hereunto duly authorized.

Date: June 22, 2021	SemiLEDs Corporation
	By:	/s/ Christopher Lee
	Name:	Christopher Lee
	Title:	Chief Financial Officer

Exhibit 5.1

Orrick, Herrington & Sutcliffe LLP

The Orrick Building

  405 Howard Street

San Francisco, CA 94105-2669

+1 415 773 5700

orrick.com

June 22, 2021

SemiLEDs Corporation

3F, No. 11 Ke Jung Rd., Chu-Nan Site,

Hsinchu Science Park, Chu-Nan 350,

Miao-Li County, Taiwan, R.O.C.

Re:	SemiLEDs Corporation

Registration Statement on Form S-3

Ladies and Gentlemen:

We have acted as counsel for SemiLEDs Corporation, a Delaware corporation (the “Company”), in connection with the offering by the Company of 35,365 shares of the Company’s common stock, par value $0.0000056 (the “Shares”), pursuant to a registration statement on Form S-3 (Registration Statement No. 333-256613) (the “Registration Statement”), filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Act”), the prospectus dated June 8, 2021 (the “Base Prospectus”),

  and the prospectus supplement dated June 22, 2021, filed with the Commission pursuant to Rule 424\(b\) of the rules and regulations of the Act \(the “Prospectus Supplement”\). The Base Prospectus and the Prospectus Supplement are collectively referred to as the “Prospectus.” The Shares are to be sold by the Company in the manner described in the Registration Statement and the Prospectus.

In connection with rendering this opinion, we have examined and relied upon originals or copies, certified or otherwise identified to our satisfaction, of (i) the Amended and Restated Certificate of Incorporation of the Company, as amended through the date hereof, (ii) the Bylaws of the Company, as amended through the date hereof, (iii) certain resolutions of the Board of Directors of the Company relating to the issuance, sale and registration of the Shares, (iv) the Registration Statement, (v) the Prospectus and (vi) such corporate records of the Company, certificates of public officials, officers of the Company and other persons, and such other documents, agreements and instruments as we have deemed relevant and necessary or appropriate as a basis for the opinion set forth below.

In our examination, we have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as facsimile, electronic, certified or photostatic copies, and the authenticity of the originals of such copies. In making our examination of documents executed or to be executed, we have assumed that the parties thereto, other than the Company, had or will have the power, corporate or other, to enter into and perform all obligations thereunder and have also assumed the due authorization by all requisite action, corporate or other, and the execution and delivery by such parties of such documents and the validity and binding effect thereof on such parties. As to any facts material to the opinions expressed herein that we did not independently establish or verify, we have relied upon statements and representations of officers and other representatives of the Company and others and of public officials.

Based upon the foregoing and subject to the limitations, qualifications and assumptions set forth herein, we are of the opinion that the Shares have been duly authorized and, upon issuance, delivery and payment therefor in the manner contemplated by the Registration Statement and the Prospectus, will be validly issued, fully paid and non-assessable.

The opinion expressed herein is limited to the General Corporation Law of the State of Delaware and the federal laws of the United States of America, and we express no opinion as to the effect on the matters covered by this letter of the laws of any other jurisdictions.

We hereby consent to the filing of this opinion letter as an exhibit to the Registration Statement and to the reference to our firm under the heading “Legal Matters” in the Prospectus. In giving such consent, we do not hereby admit that we are included in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission promulgated thereunder.

Very truly yours,

/s/ Orrick, Herrington & Sutcliffe LLP

Orrick, Herrington & Sutcliffe LLP