8-K

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): July 11, 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,<br><br>Hsinchu Science Park, Chu-Nan 350,<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	Trading Symbol(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 2.02. Results of Operations and Financial Condition.

On July 11, 2025, SemiLEDs Corporation issued a press release announcing its preliminary financial results for the third quarter of its fiscal year 2025, ended May 31, 2025.

Such information is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 4.01. Changes in Registrant’s Certifying Accountant.

On July 10, 2025, KCCW Accountancy Corp. (“KCCW”) resigned as independent registered public accounting firm of SemiLEDs Corporation (the “Company”), as it is exiting the public company audit practice. On July 10, 2025, the audit committee of the board of directors of the Company (the “Audit Committee”) engaged YCM CPA INC. (“YCM”) as the Company’s new independent registered public accounting firm, as described below.

During our most recent fiscal year and through the date of dismissal, (a) we had no disagreements with KCCW on any matter of accounting principles or practices, financial statement disclosure, or auditing scope of procedure which disagreement if not resolved to the satisfaction of KCCW would have caused it to make reference to the subject matter of the disagreement in connection with its reports, and (b) there were no “reportable events” as defined in Item 304(a)(l)(v) of Regulation S-K.

The Company has provided KCCW a copy of the statements made in response to this Item 4.01 and has requested KCCW to furnish it with a letter addressed to the Securities and Exchange Commission (“SEC”) stating whether or not KCCW agrees with such statements.

Neither the Company, nor anyone on its behalf, has consulted with YCM regarding (i) the type of final audit opinion that might be rendered on the Company’s financial statements and neither a written report nor oral advice was provided to the Company that YCM concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing, or financial reporting issue, (ii) any matter that was the subject of a disagreement within the meaning of Item 304(a)(1)(iv) of Regulation S-K, or (iii) any reportable event within the meaning of Item 304(a)(1)(v) of Regulation S-K.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
16.1	Letter from KCCW Accountancy Corp.
99.1	Press release, dated July 11, 2025, entitled “SemiLEDs Reports Third Quarter Fiscal Year 2025 Financial Results.”
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: July 11, 2025
	SemiLEDs Corporation
	By:	/s/ Christopher Lee
	Name:	Christopher Lee
	Title:	Chief Financial Officer

EX-16.1

Audit • Tax • Consulting • Financial Advisory Registered with Public Company Accounting Oversight Board (PCAOB)

July 10, 2025

Securities and Exchange Commission

Office of the Chief Accountant

100 F Street, NE

Washington, D.C. 20549

Re:	SemiLEDs Corporation

Dear Sir or Madam:

We have read the statements under item 4.01 in the Form 8-K dated July 10, 2025 of SemiLEDs Corporation (the “Company”), and we agree with such statements therein as related to our firm. We have no basis to, and therefore, do not agree or disagree with the other statements made by the Company in the Form 8-K.

Very truly yours,
/s/ KCCW Accountancy Corp
Diamond Bar, CA

EX-99.1

Exhibit 99.1

SemiLEDs Reports Third Quarter Fiscal Year 2025

Financial Results

Hsinchu, Taiwan (July 11, 2025)— SemiLEDs Corporation (NASDAQ: LEDS), “SemiLEDs” or the “Company,” a developer and manufacturer of LED chips and LED components, today announced its financial results for the third quarter of fiscal year 2025, ended May 31, 2025.

Revenue for the third quarter of fiscal 2025 increased to $17.7 million, compared to $10.9 million in the second quarter of fiscal 2025. GAAP net income attributable to SemiLEDs stockholders for the third quarter of fiscal 2025 decreased to $223 thousand, or $0.03 per diluted share, compared to a net income of $388 thousand, or $0.05 per diluted share, in the second quarter of fiscal 2025.

GAAP gross margin for the third quarter of fiscal 2025 decreased to 5%, compared to 9% for the second quarter of fiscal 2025. Operating margin for the third quarter of fiscal 2025 was negative 0.4%, compared with 1% for the second quarter of fiscal 2025. The Company’s cash and cash equivalents were $2.4 million at both May 31, 2025 and at the end of the second quarter of fiscal 2025.

About SemiLEDs

SemiLEDs develops and manufactures LED chips and LED components for general lighting applications, including street lights and commercial, industrial, system and residential lighting, along with specialty industrial applications such as ultraviolet (UV) curing, medical/cosmetic, counterfeit detection, horticulture, architectural lighting and entertainment lighting. SemiLEDs sells blue, white, green and UV LED chips.

Forward Looking Statements

This press release contains statements that may constitute “forward-looking” statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and as defined in the U.S. Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact could be deemed forward-looking, including any statements about historical results that may suggest trends for SemiLEDs’ business; any statements of the plans, strategies and objectives of management for future operations; any statements of expectation or belief regarding recovery of the LED industry, market opportunities and other future events or technology developments; any statements regarding SemiLEDs’ position to capitalize on any market opportunities; and any statements of assumptions underlying any of the foregoing. These forward-looking statements are based on current expectations, estimates, forecasts and projections of future SemiLEDs’ or industry performance based on management’s judgment, beliefs, current trends and market conditions and involve risks and uncertainties that may cause actual results to differ materially from those contained in the forward-looking statements. SemiLEDs’ Annual Report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) and other SemiLEDs filings with the SEC (which you may obtain for free at the SEC’s website at http://www.sec.gov) discuss some of the important risks and other factors that may affect SemiLEDs’ business, results of operations and financial condition. SemiLEDs undertakes no intent or obligation to publicly update or revise any of these forward looking statements, whether as a result of new information, future events or otherwise, except as required by law.

Contacts:

Christopher Lee
Chief Financial Officer
SemiLEDs Corporation
+886-37-586788
investor@semileds.com

SEMILEDS CORPORATION AND SUBSIDIARIES

Unaudited Condensed Consolidated Balance Sheets

(In thousands of U.S. dollars)

	May 31,			February 28,
	2025			2025
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	2,441		$	2,384
Restricted cash and cash equivalents		84			76
Accounts receivable (including related parties), net		164			280
Inventories		11,933			13,531
Prepaid expenses and other current assets		3,099			1,973
Total current assets		17,721			18,244
Property, plant and equipment, net		2,933			2,598
Operating lease right of use assets		1,191			1,119
Intangible assets, net		94			89
Investments in unconsolidated entities		1,011			930
Other assets		230			206
TOTAL ASSETS	$	23,180		$	23,186
LIABILITIES AND EQUITY
CURRENT LIABILITIES:
Current installments of long-term debt	$	1,285		$	1,242
Accounts payable		10,849			445
Accrued expenses and other current liabilities		4,183			15,063
Other payable to related parties		1,112			1,096
Operating lease liabilities, current		138			128
Total current liabilities		17,567			17,974
Long-term debt, excluding current installments		566			626
Operating lease liabilities, less current portion		1,053			991
Total liabilities		19,186			19,591
EQUITY:
SemiLEDs stockholders’ equity
Common stock		—			—
Additional paid-in capital		188,928			188,913
Accumulated other comprehensive income		3,683			3,522
Accumulated deficit		(188,617	)		(188,840	)
Total SemiLEDs stockholders' equity		3,994			3,595
TOTAL LIABILITIES AND EQUITY	$	23,180		$	23,186

SEMILEDS CORPORATION AND SUBSIDIARIES

Unaudited Condensed Consolidated Statements of Operations

(In thousands of U.S. dollars and shares, except per share data)

	Three Months Ended
	May 31,			February 28,
	2025			2025
Revenues, net	$	17,651		$	10,872
Cost of revenues		16,712			9,869
Gross profit		939			1,003
Operating expenses:
Research and development		292			279
Selling, general and administrative		709			614
Total operating expenses		1,001			893
(Loss) income from operations		(62	)		110
Other income (expenses):
Investment loss from unconsolidated entities		(9	)		(10	)
Interest expenses, net		(20	)		(42	)
Other income, net		266			265
Foreign currency transaction gain, net		48			65
Total other income, net		285			278
Income before income taxes		223			388
Income tax expense		—			—
Net income	$	223		$	388
Net income per share attributable to SemiLEDs stockholders:
Basic and diluted	$	0.03		$	0.05
Shares used in computing net income per share attributable to SemiLEDs stockholders:
Basic and diluted		7,232			7,222