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 12, 2022

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	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(b) 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 12, 2022, SemiLEDs Corporation issued a press release announcing its preliminary financial results for the third quarter of its fiscal year 2022, ended May 31, 2022.

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 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
99.1	Press Release, dated July 12, 2022, entitled “SemiLEDs Reports Third Quarter Fiscal Year 2022 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 12, 2022
	SemiLEDs Corporation
	By:	/s/ Christopher Lee
	Name:	Christopher Lee
	Title:	Chief Financial Officer

EX-99.1

Exhibit 99.1

SemiLEDs Reports Third Quarter Fiscal Year 2022

Financial Results

Hsinchu, Taiwan (July 12, 2022) — 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 2022, ended May 31, 2022.

Revenue for the third quarter of fiscal 2022 decreased to $1.8 million, compared to $2.2 million in the second quarter of fiscal 2022. GAAP net loss attributable to SemiLEDs stockholders for the third quarter of fiscal 2022 increased to $916 thousand, or $(0.20) per diluted share, compared to a net loss of $172 thousand, or $(0.04) per diluted share, in the second quarter of fiscal 2022.

GAAP gross margin for the third quarter of fiscal 2022 decreased to 19%, compared to 24% for the second quarter of fiscal 2022. Operating margin for the third quarter of fiscal 2022 decreased to negative 43%, compared with negative 17% for the second quarter of fiscal 2022. The Company’s cash and cash equivalents were $3.0 million at May 31, 2022, compared to $3.7 million at the end of the second quarter of fiscal 2022.

We are unable to forecast revenue for the fourth quarter ending August 31, 2022 at this time given the continuing uncertain impact of COVID-19 on the economy and the Company.

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, but not limited to, any statements about historical results that may suggest trends for SemiLEDs’ business; any statements of the plans, the potential impact of the COVID-19 pandemic on our business; 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,
	2022			2022
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	3,023		$	3,712
Restricted cash and cash equivalents		86			89
Accounts receivable (including related parties), net		1,705			1,437
Inventories		4,095			4,331
Prepaid expenses and other current assets		153			261
Total current assets		9,062			9,830
Property, plant and equipment, net		4,483			4,812
Operating lease right of use assets		1,648			1,744
Intangible assets, net		105			112
Investments in unconsolidated entities		966			1,001
Other assets		170			172
TOTAL ASSETS	$	16,434		$	17,671
LIABILITIES AND EQUITY
CURRENT LIABILITIES:
Current installments of long-term debt	$	5,099		$	5,113
Accounts payable		612			997
Accrued expenses and other current liabilities		2,508			2,436
Other payable to related parties		993			916
Operating lease liabilities, current		136			141
Total current liabilities		9,348			9,603
Long-term debt, excluding current installments		2,080			2,285
Operating lease liabilities, less current portion		1,512			1,603
Total liabilities		12,940			13,491
Commitments and contingencies
EQUITY:
SemiLEDs stockholders’ equity
Common stock		—			—
Additional paid-in capital		182,569			182,452
Accumulated other comprehensive income		3,694			3,578
Accumulated deficit		(182,817	)		(181,901	)
Total SemiLEDs stockholders' equity		3,446			4,129
Noncontrolling interests		48			51
Total equity		3,494			4,180
TOTAL LIABILITIES AND EQUITY	$	16,434		$	17,671

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,
	2022			2022
Revenues, net	$	1,784		$	2,176
Cost of revenues		1,448			1,653
Gross profit		336			523
Operating expenses:
Research and development		357			295
Selling, general and administrative		810			746
Gain on disposals of long-lived assets		(57	)		(139	)
Total operating expenses		1,110			902
Loss from operations		(774	)		(379	)
Other income (expenses):
Interest expenses, net		(94	)		(92	)
Other income, net		264			385
Foreign currency transaction gain, net		(307	)		(66	)
Total other (expenses) income, net		(137	)		227
Loss before income taxes		(911	)		(152	)
Income tax expense		—			—
Net loss		(911	)		(152	)
Less: Net gain attributable to noncontrolling interests		5			20
Net loss attributable to SemiLEDs stockholders	$	(916	)	$	(172	)
Net loss per share attributable to SemiLEDs stockholders:
Basic and diluted	$	(0.20	)	$	(0.04	)
Shares used in computing net loss per share attributable to SemiLEDs stockholders:
Basic and diluted		4,517			4,490