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)

May 10, 2021

 AEHR TEST SYSTEMS

(Exact name of registrant as specified in its charter)

California	000-22893	94-2424084
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

400 KATO TERRACE, FREMONT, CA 94539

(Address of principal executive offices, including zip code)

510-623-9400

(Registrant’s telephone number, including area code)

 N/A

(Former name or former address, if changed since last report)

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 (see General Instruction A.2. below):

☐ 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. ☐

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading	Name of each exchange on which registered
	Symbol(s)
Common Stock, par value $0.01 per share	AEHR	The NASDAQ Capital Market

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(d)

Effective as of May 10, 2021, the board of directors (the “Board”) of Aehr Test Systems (the “Company”) increased the size of the Board by one director, from six to seven directors, and appointed Fariba Danesh to the Board. Ms. Danesh will serve as a director with a term expiring at the Company’s 2021 Annual Meeting of Shareholders. The Board did not appoint Ms. Danesh to serve on any of the committees of the Board immediately, but may do so in the future.

Pursuant to the Company’s outside director compensation policy, the terms of which will be described in the Company’s proxy statement for its 2021 Annual Meeting of Shareholders, Ms. Danesh will receive an annual retainer of $40,000, payable in quarterly installments of $10,000, an initial stock option to purchase 15,000 shares of the Company’s common stock (the “Common Stock”) on the date of her appointment to the Board and a stock option to purchase 10,000 shares of Common Stock upon her annual re-election to the Board. The annual retainer will be paid in cash, stock options, or restricted stock units at the direction of the Board. Ms. Dahesh will also execute the Company’s standard form of indemnification agreement.

There are no arrangements or understandings between Ms. Danesh and any other person pursuant to which she was appointed as a director, nor are there any transactions between Ms. Danesh and the Company that would be reportable under Item 404(a) of Regulation S-K promulgated by the Securities and Exchange Commission.

Item 7.01 Regulation FD Disclosure

On May 14, 2021, the Company issued a press release announcing the appointment of Ms. Danesh to the Board. A copy of the press release is included as Exhibit 99.1.

This information is intended to be furnished under Item 7.01 of Form 8-K 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 May 14, 2021.

SIGNATURES

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 hereunto duly authorized.

	Aehr Test Systems (Registrant)
Date: May 14, 2021	By:	/s/ Kenneth B. Spink
		Kenneth B. Spink
		Vice President of Finance and Chief Financial Officer

EX-99.1

  Exhibit 99.1

Contacts:

Aehr Test Systems Ken Spink Chief Financial Officer (510) 623-9400 x309 MKR Investor Relations Inc. Todd Kehrli or Jim Byers Analyst/Investor Contact (323) 468-2300 aehr@mkr-group.com

Aehr Test Systems Appoints Technology Industry Veteran

Fariba Danesh to its Board of Directors

Fremont, CA (May 14, 2021) – Aehr Test Systems (NASDAQ: AEHR), a worldwide supplier of semiconductor test and reliability qualification equipment, today announced it has appointed Fariba Danesh to its board of directors, effective May 10, 2021.

Ms. Danesh is a technology industry veteran, with 30 years of executive-level technology and operating leadership in multiple enterprise and consumer hardware markets, with special emphasis on semiconductor, photonics, telecommunications, and data storage. She is currently COO at PsiQuantum, a quantum computing startup based in Palo Alto, CA that is using silicon photonics to build the world's first useful quantum computer, applying existing semiconductor and photonics manufacturing processes.

Gayn Erickson, President and CEO of Aehr Test Systems, commented, “Fariba brings incredible knowledge, experience, and contacts in the compound semiconductor and optical semiconductor spaces. She is intimately aware of the challenges and critical requirements for stabilization and burn-in of these optical semiconductors and the unique value that Aehr’s wafer level, singulated die and module test solutions bring to reliability testing. We are excited to have her join our Board.”

Ms. Danesh said, “I am very excited to be joining the Aehr Test Systems Board. With the unique capabilities of its test and burn-in solutions, particularly for the silicon carbide and silicon photonic markets, Aehr is well positioned to address the significant market opportunities ahead.”

Prior to joining PsiQuantum in January 2021, Ms. Danesh served for nine years as CEO of Glo AB, a venture-funded photonics/compound semiconductor company that designs and develops semiconductor light-emitting diodes at levels of brightness suitable for general illumination applications. Prior to that, she was SVP, General Manager Fiber Optics Products Division of Avago Technologies (now Broadcom) for three years, where she had complete P&L responsibility for a $400 million annual revenue photonics business. Previous to that she served in senior executive positions at several leading technology companies, including EVP of Global Operations for Maxtor, a $3 billion annual revenue data storage company, COO of Finisar Corporation, one of the top three fiber optic communication product companies in the world, and CEO/COO of Genoa Corporation, a III-V semiconductor optical amplifier company.

With the appointment of Ms. Danesh, Aehr Test now has seven board members.

About Aehr Test Systems

Headquartered in Fremont, California, Aehr Test Systems is a worldwide provider of test systems for burning-in and testing logic, optical and memory integrated circuits and has installed over 2,500 systems worldwide. Increased quality and reliability needs of the Automotive and Mobility integrated circuit markets are driving additional test requirements, incremental capacity needs, and new opportunities for Aehr Test products in package, wafer level, and singulated die/module level test. Aehr Test has developed and introduced several innovative products, including the ABTSTM and FOX-PTM families of test and burn-in systems and FOX WaferPakTM Aligner, FOX-XP WaferPak Contactor, FOX DiePak® Carrier and FOX DiePak Loader. The ABTS system is used in production and qualification testing of packaged parts for both lower power and higher power logic devices as well as all common types of memory devices. The FOX-XP and FOX-NP systems are full wafer contact and singulated die/module test and burn-in systems used for burn-in and functional test of complex devices, such as leading-edge memories, digital signal processors, microprocessors, microcontrollers, systems-on-a-chip, and integrated optical devices. The FOX-CP system is a new low-cost single-wafer compact test and reliability verification solution for logic, memory and photonic devices and the newest addition to the FOX-P product family. The WaferPak contactor contains a unique full wafer probe card capable of testing wafers up to 300mm that enables IC manufacturers to perform test and burn-in of full wafers on Aehr Test FOX systems. The DiePak Carrier is a reusable, temporary package that enables IC manufacturers to perform cost-effective final test and burn-in of both bare die and modules. For more information, please visit Aehr Test Systems’ website at www.aehr.com.

# # #