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): January 15, 2026

SEMILEDS CORPORATION

(Exact name of registrant as specified in charter)

Delaware	001-34992	20-2735523
(State or other jurisdiction<br><br>of incorporation)	(Commission File Number)	(IRS Employer<br><br>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	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 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 January 8, 2019, the Company entered into secured loan agreements with Trung Doan, its Chairman and Chief Executive Officer and J.R. Simplot Company, its largest shareholder, with aggregate amounts of $1.7 million and $1.5 million, respectively, and an annual interest rate of 8% (the “Loan Agreements”). The Loan Agreements are secured by a second priority security interest on the Company’s headquarters building. The maturity date of the Loan Agreements were January 14, 2021 and January 22, 2021, respectively. On January 16, 2021, the maturity date of the Loan Agreements was extended with same terms and interest rate for one year to January 15, 2022, and on January 14, 2022, the maturity date of the Loan Agreements was extended again with same terms and interest rate for one more year to January 15, 2023. On January 13, 2023, the maturity date of the Loan Agreements was further extended with same terms and interest rate for one year to January 15, 2024.

On January 7, 2024, J.R. Simplot Company entered into an assignment agreement (the “Assignment”) pursuant to which J.R. Simplot assigned and transferred all of its right, title and interest in and to the Loan Agreement to Simplot Taiwan Inc., in accordance with and subject to the terms and conditions of the Loan Agreement.

On January 7, 2024, the Company entered into the Fourth Amendment to the Loan Agreements with each of Simplot Taiwan Inc. and Trung Doan. The Fourth Amendment to the Loan Agreement with Simplot Taiwan Inc. (i) extended the maturity date to January 15, 2025, and (ii) upon mutual agreement of the Company and Simplot Taiwan Inc., permitted the Company to repay any principal amount or accrued interest, in an amount not to exceed $400,000, by issuing shares of the Company’s common stock in the name of Simplot Taiwan Inc. as partial repayment of the Loan Agreement at a price per share equal to the closing price of the Company’s common stock immediately preceding the business day of the payment notice date. All other terms and conditions of the Loan Agreement with Simplot Taiwan Inc. remained the same. The Fourth Amendment to the Loan Agreement with Trung Doan amended the loan's maturity date with same terms and interest rate to January 15, 2025. All other terms and conditions of the Loan Agreement with Trung Doan remained the same.

On February 9, 2024, the Company entered into the Fifth Amendment to the Loan Agreements with Trung Doan. The Fifth Amendment to the Loan Agreements with Trung Doan (i) amended the Loan Agreement to permit the Company to repay up to $800,000 of principal under the Loan Agreement by issuing shares of the Company’s common stock and (ii) elected to prepay $800,000 of loan principal by delivering 629,921 shares of the Company’s common stock to Trung Doan, based on the closing price of $1.27 per share on February 8, 2024. All other terms and conditions of the Loan Agreement remained the same.

On July 3, 2024, the Company and Trung Doan entered into the Sixth Amendment to the Loan Agreement. The Sixth Amendment to the Loan Agreement amended the Loan Agreement to permit the Company, upon the mutual agreement of the Company and Trung Doan, to repay a portion of the principal amount or accrued interest under the Loan Agreement, by issuing shares of the Company’s common stock to Trung Doan as partial repayment of the Loan Agreement at a price per share equal to the closing price of the Company’s common stock immediately preceding the business day of the payment notice date. All other terms and conditions of the Loan Agreement, as amended by the Sixth Amendment to the Loan Agreement, remained the same. On January 15, 2025, the Company entered into the Seventh Amendment to the Loan Agreement with Trung Doan and Fifth Amendment to the Loan Agreement with Simplot Taiwan Inc. to extend the maturity dates to January 15, 2026. All other terms and conditions of the Loan Agreements remained the same.

On February 28, 2025, the Company and Simplot Taiwan Inc. entered into the Sixth Amendment to the Loan Agreement (the “Amended Loan Agreement”). The Amended Loan Agreement, upon the mutual agreement of the Company and Simplot Taiwan Inc., permits the Company to repay any principal amount or accrued interest, in an amount not to exceed $1,200,000, by issuing shares of the Company’s common stock to Simplot Taiwan Inc. as partial repayment of the Loan Agreement at a price per share equal to the closing price of the Company’s common stock immediately preceding the business day of the payment notice date.

On January 15, 2026, the Company entered into the Seventh Amendment to the Loan Agreements with Simplot Taiwan Inc. and the Eighth Amendment to the Loan Agreements with Trung Doan. The Seventh Amendment to the Loan Agreement with Simplot Taiwan Inc. (i) capitalize all outstanding and unpaid interest due under the Note (the “Unpaid Interest”) into the principal balance of the Loan. As of the Effective Date, the Unpaid Interest is equal to $364,924.63. The Parties agree that the new principal balance of the Loan is $664,924.63, and (ii) extended the maturity date to January 15, 2027. All other terms and conditions of the Loan Agreement with Simplot Taiwan Inc. remained the same. The Eighth Amendment to the Loan Agreement with Trung Doan extended the maturity date to January 15, 2027. All other terms and conditions of the Loan Agreement with Trung Doan remained the same.

The descriptions of the Amended Loan Agreement are summaries only and are qualified in their entirety by the full text of the Amended Loan Agreement, copies of which are attached hereto as Exhibit 10.1 and Exhibit 10.2, respectively, to this Current Report, each of which is incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
10.1	Seventh Amendment to Loan Agreement dated January 15, 2026 between SemiLEDs Corporation and Simplot Taiwan Inc.
10.2	Eighth Amendment to Loan Agreement dated January 15, 2026 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: January 16, 2026
	SemiLEDs Corporation
	By:	/s/ Christopher Lee
	Name:	Christopher Lee
	Title:	Chief Financial Officer

EX-10.1

Confidential

SEVENTH AMENDMENT TO LOAN AGREEMENT

This Seventh Amendment to Loan Agreement (this “Seventh Amendment”) is entered into as of January 15, 2026 (“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, J. R. Simplot Company (the “Original Loan Holder”) and Borrower entered into that certain Loan Agreement as of January 8, 2019 (“Original Agreement”), and the Amendment to the Loan Agreement dated January 16, 2021 (“Amendment”); the Second Amendment to the Loan Agreement dated January 14, 2022 (“Second Amendment”); the Third Amendment to the Loan Agreement dated January 13, 2023 (“Third Amendment”); the Fourth Amendment to the Loan Agreement dated January 07, 2024 (“Fourth Amendment”); the Fifth Amendment to the Loan Agreement dated January 15, 2025 (“Fifth Amendment”); and the Sixth Amendment to the Loan Agreement dated February 28, 2025 (“Sixth Amendment”) the Maturity Date thereunder being January 15, 2026. The Loan Agreement together with the Amendment, the Second Amendment, Third Amendment, Fourth Amendment, Fifth Amendment, Sixth Amendment and all Loan Documents are hereby collectively referred to as the “Loan Agreement”; and

WHEREAS, the Original Loan Holder assigned and transferred all of the Original Loan Holder’s right, title and interest in the Loan Agreement to Lender on January 07, 2024, immediately preceding the execution of the Fourth Amendment.

NOW, THEREFORE, the Parties desire to capitalize the outstanding and unpaid interest under the Loan Agreement into the principal balance of the Loan, extend the Maturity Date, and renew the Note as follows:

In addition to the terms defined elsewhere in this Seventh Amendment, capitalized terms used in this Seventh Amendment shall have the same meanings ascribed to them in the Loan Agreement.
The Parties agree to capitalize all outstanding and unpaid interest due under the Note (the “Unpaid Interest”) into the principal balance of the Loan. As of the Effective Date, the Unpaid Interest is equal to $364,924.63. The Parties agree that the new principal balance of the Loan is $664,924.63.
The Parties agree to amend Section 2.2 of the Loan Agreement from:

“2.2 Maturity of the Loan. The Borrower shall repay the Loan in full on the seventh anniversary of the Drawdown Date (the “Maturity Date”), unless the Loan is sooner accelerated pursuant to this Agreement or any other of the Loan Document.”

to:

“2.2 Maturity of the Loan. The Borrower shall repay the Loan in full on the eighth anniversary of the Drawdown Date (the “Maturity Date”), unless the Loan is sooner accelerated pursuant to this Agreement or any other of the Loan Document.”

The new Maturity Date is January 15, 2027.

The Parties agree that corresponding changes shall be made to the Note attached to the Loan Agreement as follows:
The Maturity Date of the Note shall be amended to be January 15, 2027.
Unless otherwise expressly provided herein, all other terms and conditions in the Loan Agreement shall remain in full force and effect.

Confidential
This Seventh Amendment shall be deemed as an integral part of the Loan Agreement but shall take precedence if there is any discrepancy between this Seventh Amendment and the Loan Agreement.
This Seventh 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.

[Signature page follows]

Confidential

The Parties hereto have caused this Seventh Amendment to be executed and delivered as of the date first written above.

SemiLEDs Corporation

By: /s/ Christopher Lee

Name: Christopher Lee

Title: Chief Financial Officer

Simplot Taiwan Inc.

By: /s/ Scott R. Simplot

Name: Scott R. Simplot

Title: Director

EX-10.2

Confidential

EIGHTH AMENDMENT TO LOAN AGREEMENT

This Eighth Amendment to Loan Agreement (this “Eighth Amendment”) is entered into as of January 15, 2026 (“Effective Date”) by and between SemiLEDs Corporation (“Borrower”) and Trung Doan (“Lender”) (Borrower and Lender are hereinafter collectively referred to as “Parties”, and individually a “Party”).

WHEREAS, Parties have entered into that certain Loan Agreement as of January 8, 2019 (“Original Agreement”), and the Amendment to the Loan Agreement dated January 16, 2021 (“Amendment”); the Second Amendment to the Loan Agreement dated January 14, 2022 (“Second Amendment”); the Third Amendment to the Loan Agreement dated January 13, 2023 (“Third Amendment”); the Fourth Amendment to the Loan Agreement dated January 7, 2024 (“Fourth Amendment”); the Fifth amendment to the Loan Agreement dated February 9, 2024 (“Fifth Amendment”); the Sixth Amendment to the loan Agreement dated July 3, 2024 (“Sixth Amendment”); and the Seventh amendment to the Loan Agreement dated January 15, 2025 (“Seventh Amendment”) the Maturity Date thereunder being January 15, 2026. The Loan Agreement together with the Amendment, the Second Amendment, Third Amendment, Fourth Amendment, Fifth Amendment, Sixth Amendment, Seventh Amendment and all Loan Documents are hereby collectively referred to as the “Loan Agreement”.

NOW, THEREFORE, the Parties desire to extend the Maturity Date and renew the Note as follows:

In addition to the terms defined elsewhere in this Eighth Amendment, capitalized terms used in this Eighth Amendment shall have the same meanings ascribed to them in the Loan Agreement.
The Parties agree to amend Section 2.2 of the Loan Agreement from:

to:

The new Maturity Date is January 15, 2027.

The Parties agree that corresponding changes shall be made to the Note attached to the Loan Agreement as follows:
The Maturity Date of the Note shall be amended to be January 15, 2027.
Unless otherwise expressly provided herein, all other terms and conditions in the Loan Agreement shall remain in full force and effect.
This Eighth Amendment shall be deemed as an integral part of the Loan Agreement but shall take precedence if there is any discrepancy between this Eighth Amendment and the Loan Agreement.
This Eighth 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.

[Signature page follows]

Confidential

The Parties hereto have caused this Eighth Amendment to be executed and delivered as of the date first written above.

SemiLEDs Corporation

By: /s/ Christopher Lee

Name: Christopher Lee

Title: Chief Financial Officer

Trung Doan

By: /s/ Trung Doan

Name: Trung Doan

Title: Chairman of the Board