LEDS 8-K
SemiLEDs Corp (LEDS)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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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:
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
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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 was 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 a maturity date of May 30, 2022. On May 26, 2022, the Notes were second extended with the same terms and interest rate for one year and a maturity date of May 30, 2023
On June 6, 2023, the Company entered into the Third Amendment to Convertible Unsecured Promissory Notes (“Third Amendments”) to amend the Notes to (i) extend the maturity date from May 30, 2023 to May 30, 2024, and (ii) change the conversion price from $3 to $2.046. All other terms and conditions of the Notes remain the same.
The foregoing description of the Third Amendments is a summary, and the Third Amendments are attached as Exhibit 10.1 and Exhibit 10.2 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.
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Description |
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10.1 |
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10.2 |
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104 |
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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: June 6, 2023 |
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SemiLEDs Corporation |
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By: |
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/s/ Christopher Lee |
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Name: |
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Christopher Lee |
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Title: |
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Chief Financial Officer |
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Exhibit 10.1
THIRD AMENDMENT TO CONVERTIBLE UNSECURED PROMISSORY NOTE
This Third Amendment to Convertible Unsecured Promissory Note (this “Third Amendment”) is entered into as of June 6, 2023 (“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; and further amended on May 30, 2022 to extend the Maturity Date of the Original Note; the Maturity Date thereunder being May 30, 2023 (the “Amendments”, and together with the Original Note, the “Note”).
NOW, THEREFORE, the Parties desire to extend the Maturity Date of the Note.
The Parties hereto have caused this Third Amendment to be executed and delivered as of the Effective Date.
SemiLEDs Corporation
By: /s/ Trung Tri Doan
Name: Trung Tri Doan
Title: Chief Executive Officer
Simplot Taiwan Inc.
By: /s/ Scott R. Simplot
Name: Scott R. Simplot
Title: Director_______
Exhibit 10.2
THIRD AMENDMENT TO CONVERTIBLE UNSECURED PROMISSORY NOTE
This Third Amendment to Convertible Unsecured Promissory Note (this “Third Amendment”) is entered into as of June 6, 2023 (“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, Borrower and Trung Tri Doan (the “Original Noteholder”) 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; and further amended on May 30, 2022 to extend the Maturity Date of the Original Note; the Maturity Date thereunder being May 30, 2023 (the “Amendments”, and together with the Original Note, the “Note”).
NOW, THEREFORE, the Parties desire to extend the Maturity Date of the Note.
The Parties hereto have caused this Third Amendment to be executed and delivered as of the Effective Date.
SemiLEDs Corporation
By: /s/ Christopher Lee
Name: Christopher Lee
Title: Chief Financial Officer
By: /s/ Trung Tri Doan
Name: Trung Tri Doan