LEDS 8-K
SemiLEDs Corp (LEDS)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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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:
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, SemiLEDs Corporation (the “Company”) entered into a secured loan agreement with Trung Doan, its Chairman and Chief Executive Officer, with an aggregate amount of $1.7 million and an annual interest rate of 8% (the “Loan Agreement”). The Loan Agreement is secured by a second priority security interest on the Company’s headquarters building. The maturity date of the Loan Agreement was January 14, 2021. On January 16, 2021, the maturity date of the Loan Agreement 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 Agreement 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 Agreement was further extended with same terms and interest rate for one year to January 15, 2024. On January 7, 2024, the Company amended the Loan Agreement to extend the maturity date to January 15, 2025. All other terms and conditions of the Loan Agreement remain the same.
On February 9, 2024, the Company and Trung Doan entered into the Fifth Amendment to the Loan Agreement (the “Amended Loan Agreement”). The Amended Loan Agreement, upon the mutual agreement of the Company and Trung Doan, permits the Company to repay any principal amount or accrued interest, in an amount not to exceed $800,000, 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.
On February 9, 2024, the Company delivered a payment notice indicating its intent to prepay $800,000 of loan principal by delivering 629,921 shares of the Company’s common stock to Mr. Doan, based on the closing price of $1.27 per share on February 8, 2024. The shares of common stock were issued in reliance on Section 4(a)(2) of the Securities Act of 1933, as amended.
The foregoing description of the Amended Loan Agreement is a summary only and is qualified in its entirety by the full text of the Amended Loan Agreement, a copy of which is attached hereto as Exhibit 10.1 to this Current Report on Form 8-K, and is incorporated by reference herein.
Item 3.02. Unregistered Sales of Equity Securities.
The information set forth in Items 1.01 of this Current Report is incorporated by reference into this Item 3.02.
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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Description |
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10.1 |
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Fifth Amendment to Loan Agreement dated February 9, 2024 between SemiLEDs Corporation and Trung Doan |
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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: February 20, 2024 |
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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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Confidential
FIFTH AMENDMENT TO LOAN AGREEMENT
This Fifth Amendment to Loan Agreement (this “Fifth Amendment”) is entered into as of February 9, 2024 (“Effective Date”) by and between SemiLEDs Corporation (“Borrower”), and Trung Doan (“Lender”) (the Borrower and the Lender are hereinafter collectively referred to as “Parties”, and individually a “Party”).
WHEREAS, the 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”) and the Fourth Amendment to the Loan Agreement dated January 7, 2024 (“Fourth Amendment”) the Maturity Date thereunder being January 15, 2025. The Loan Agreement together with the Amendment, the Second Amendment, the Third Amendment, the Fourth Amendment and all Loan Documents are hereby collectively referred to as the “Loan Agreement”.
NOW, THEREFORE, the Parties desire to document the change of the Loan Agreement as follows:
“2.5 Repayment Mechanics. All repayments hereunder shall be made by wire transfer of such amounts in immediately available funds denominated in U.S. Dollars (USD) to the Lender, at such place and to such account as the Lender shall designate in a written notice to the Borrower. Payments shall be credited first to costs and expenses due and payable hereunder (including the costs incurred under Sections 8.3), then to the accrued interest then due and payable and the remainder applied to principal. The Loan may be prepaid, without penalty or premium, in whole or in part from time to time, provided that:
(a) Notice: the Borrower shall have given the Lender not less than three (3) Business Days’ (or such shorter period as may be agreed between the Borrower and the Lender) prior written notice specifying the amount to be prepaid and the date of prepayment; and
(b) Interest: the Borrower shall concurrently pay accrued and unpaid interest on the full amount of the Loan to be prepaid on the date of such prepayment.”
to:
“2.5 Repayment Mechanics. All repayments hereunder shall be made by wire transfer of such amounts in immediately available funds denominated in U.S. Dollars (USD) to the Lender, at such place and to such account as the Lender shall designate in a written notice to the Borrower. Payments shall be credited first to costs and expenses due and payable hereunder (including the costs incurred under Sections 8.3), then to the accrued interest then due and payable and the remainder applied to principal. The Loan may be prepaid, without penalty or premium, in whole or in part from time to time, provided that:
(a) Notice: the Borrower shall have given the Lender not less than three (3) Business Days’ (or such shorter period as may be agreed between the Borrower and the Lender) prior written notice specifying the amount to be prepaid and the date of prepayment; and
(b) Interest: the Borrower shall concurrently pay accrued and unpaid interest on the full amount
Confidential
of the Loan to be prepaid on the date of such prepayment.
(c) Repayment Mechanics Exception: the Borrower may, upon mutual agreement of the Parties, repay any principal amount or accrued interest, in an amount not to exceed $800,000, by issuing the Borrower’s common stock in the name of Lender as partial repayment of the Loan; the price per share of common stock would be the closing price immediately preceding the business day of the payment notice date which could be by email.”
Section 1 of the Note shall be amended to provide that Borrower may, upon mutual agreement of Borrower and Lender (or the Company and Holder as defined in the Note), repay any principal amount or accrued interest, in an amount not to exceed $800,000, by issuing the Borrower’s (or the Company’s as defined in the Note) common stock in the name of the Lender (or the Holder as defined in the Note) as partial repayment of the Note; the price per share of common stock would be the closing price immediately preceding the business day of the payment notice date which could be by email.
The Parties hereto have caused this Fifth Amendment to be executed and delivered as of the date first written above.
Confidential
SemiLEDs Corporation
By: /s/ Christopher Lee
Name: Christopher Lee
Title: Chief Financial Officer
Trung Doan
By: /s/ Trung Doan
Name: Trung Tri Doan
Title: Lender