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): April 3, 2024

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, Hsinchu Science Park, Chu-Nan 350, 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. ☐

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Item 2.02. Results of Operations and Financial Condition.

On April 3, 2024, SemiLEDs Corporation issued a press release announcing its preliminary financial results for the second quarter of its fiscal year 2024, ended February 29, 2024.

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 April 3, 2024, entitled “SemiLEDs Reports Second Quarter Fiscal Year 2024 Financial Results.”
104	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: April 3, 2024
	SemiLEDs Corporation
	By:	/s/ Christopher Lee
	Name:	Christopher Lee
	Title:	Chief Financial Officer

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EX-99.1

Exhibit 99.1

 

SemiLEDs Reports Second Quarter Fiscal Year 2024

Financial Results

Hsinchu, Taiwan (April 3, 2024)— 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 second quarter of fiscal year 2024, ended February 29, 2024.

Revenue for the second quarter of fiscal 2024 decreased to $886 thousand, compared to $1.6 million in the first quarter of fiscal 2024. GAAP net loss attributable to SemiLEDs stockholders for the second quarter of fiscal 2024 decreased to $559 thousand, or $(0.11) per diluted share, compared to a net loss of $598 thousand, or $(0.12) per diluted share, in the first quarter of fiscal 2024. We shut down our manufacturing production from February 3 to February 18 due to the Chinese New Year holiday.

GAAP gross margin for the second quarter of fiscal 2024 decreased to 13%, compared to 15% for the first quarter of fiscal 2024. Operating margin for the second quarter of fiscal 2024 was negative 94%, compared with negative 50% for the first quarter of fiscal 2024. The Company’s cash and cash equivalents were $1.6 million at February 29, 2024, compared to $2.3 million at the end of the first quarter of fiscal 2024.

We expect revenue for the third quarter ending May 31, 2024 to be approximately $1.0 million +/- 10%.

On July 11, 2023, we received a notice from The Nasdaq Stock Market LLC (“Nasdaq”) indicating that we did not meet the minimum of $2,500,000 in stockholders’ equity required by Nasdaq Listing Rule 5550(b)(1) (the “Listing Rule”) for continued listing, or the alternatives of market value of listed securities or net income from continuing operations. Pursuant to the Listing Rule, we submitted a plan to regain compliance with the Listing Rule. Nasdaq accepted our plan and granted us an extension through January 8, 2024. Based on our Form 8-K, dated January 9, 2024, Nasdaq determined that we comply with the Listing Rule 5550(b)(1). However, if we fail to evidence compliance upon filing our next periodic report, we may be subject to delisting. Based on our second quarter stockholders’ equity, we believe we are in compliance with the minimum stockholders’ equity requirement.

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.

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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, revenue expectations for the third quarter ending May 31, 2024, 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

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SEMILEDS CORPORATION AND SUBSIDIARIES

Unaudited Condensed Consolidated Balance Sheets

(In thousands of U.S. dollars)

	February 29,			November 30,
	2024			2023
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	1,613		$	2,322
Restricted cash and cash equivalents		79			80
Accounts receivable (including related parties), net		748			897
Inventories		3,751			3,895
Prepaid expenses and other current assets		245			145
Total current assets		6,436			7,339
Property, plant and equipment, net		2,996			3,172
Operating lease right of use assets		1,313			1,362
Intangible assets, net		96			100
Investments in unconsolidated entities		986			1,001
Other assets		192			186
TOTAL ASSETS	$	12,019		$	13,160
LIABILITIES AND EQUITY
CURRENT LIABILITIES:
Current installments of long-term debt	$	2,859		$	5,055
Accounts payable		179			409
Accrued expenses and other current liabilities		2,562			2,895
Other payable to related parties		904			1,452
Operating lease liabilities, current		132			88
Total current liabilities		6,636			9,899
Long-term debt, excluding current installments		1,110			1,237
Operating lease liabilities, less current portion		1,181			1,274
Total liabilities		8,927			12,410
EQUITY:
SemiLEDs stockholders’ equity
Common stock		—			—
Additional paid-in capital		187,275			184,359
Accumulated other comprehensive income		3,571			3,588
Accumulated deficit		(187,802	)		(187,243	)
Total SemiLEDs stockholders' equity		3,044			704
Noncontrolling interests		48			46
Total equity		3,092			750
TOTAL LIABILITIES AND EQUITY	$	12,019		$	13,160

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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
	February 29,			November 30,
	2024			2023
Revenues, net	$	886		$	1,650
Cost of revenues		774			1,405
Gross profit		112			245
Operating expenses:
Research and development		251			372
Selling, general and administrative		693			742
Gain on disposals of long-lived assets		—			(50	)
Total operating expenses		944			1,064
Loss from operations		(832	)		(819	)
Other income (expenses):
Investment income (loss)		(5	)		8
Interest expenses, net		(65	)		(88	)
Other income, net		377			259
Foreign currency transaction loss, net		(32	)		44
Total other income, net		275			223
Loss before income taxes		(557	)		(596	)
Income tax expense		—			—
Net loss		(557	)		(596	)
Less: Net income attributable to noncontrolling interests		2			2
Net loss attributable to SemiLEDs stockholders	$	(559	)	$	(598	)
Net loss per share attributable to SemiLEDs stockholders:
Basic and diluted	$	(0.11	)	$	(0.12	)
Shares used in computing net loss per share attributable to SemiLEDs stockholders:
Basic and diluted		4,905			4,885

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Document and Entity Information	Apr. 03, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Apr. 03, 2024
Entity Registrant Name	SEMILEDS CORPORATION
Entity Incorporation, State or Country Code	DE
Entity File Number	001-34992
Entity Tax Identification Number	20-2735523
Entity Address, Address Line One	3F, No.11 Ke Jung Rd., Chu-Nan Site
Entity Address, Address Line Two	Hsinchu Science Park, Chu-Nan 350
Entity Address, City or Town	Miao-Li County
Entity Address, Country	TW
Entity Address, Postal Zip Code	350
City Area Code	886
Local Phone Number	37-586788
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Entity Central Index Key	0001333822
Title of 12(b) Security	Common Stock, par value $0.0000056
Trading Symbol	LEDS
Security Exchange Name	NASDAQ