0001193125-26-153745.txt : 20260414 0001193125-26-153745.hdr.sgml : 20260414 20260414061758 ACCESSION NUMBER: 0001193125-26-153745 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 55 CONFORMED PERIOD OF REPORT: 20260228 FILED AS OF DATE: 20260414 DATE AS OF CHANGE: 20260414 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SemiLEDs Corp CENTRAL INDEX KEY: 0001333822 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] ORGANIZATION NAME: 04 Manufacturing EIN: 202735523 FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-34992 FILM NUMBER: 26859100 BUSINESS ADDRESS: STREET 1: 3F, NO. 11 KE JUNG RD., CHU-NAN SITE STREET 2: HSINCHU SCIENCE PARK, MIAO-LI COUNTY CITY: CHU-NAN STATE: F5 ZIP: 350 BUSINESS PHONE: 886-37-586788 MAIL ADDRESS: STREET 1: 3F, NO. 11 KE JUNG RD., CHU-NAN SITE STREET 2: HSINCHU SCIENCE PARK, MIAO-LI COUNTY CITY: CHU-NAN STATE: F5 ZIP: 350 10-Q 1 leds-20260228.htm 10-Q 10-Q
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended February 28, 2026

or

TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 001-34992

SemiLEDs Corporation

(Exact name of registrant as specified in its charter)

Delaware

20-2735523

(State or other jurisdiction of

(I.R.S. Employer

incorporation or organization)

Identification Number)

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)

+886-37-586788
(Registrant’s telephone number, including area code)

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

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

Accelerated filer

Non-accelerated filer

 

Smaller reporting company

 

 

 

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.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 8,257,653 shares of common stock, par value $0.0000056 per share, outstanding as of April 6, 2026.

 

 


SEMILEDS CORPORATION

FORM 10-Q for the Quarter Ended February 28, 2026

INDEX

 

Page No.

 

Part I. Financial Information

 

 

Item 1.

Financial Statements

1

 

 

 

Condensed Consolidated Balance Sheets as of February 28, 2026 (Unaudited) and August 31, 2025

1

 

 

 

Unaudited Condensed Consolidated Statements of Operations for the three and six months ended February 28, 2026 and 2025

2

 

 

 

Unaudited Condensed Consolidated Statements of Comprehensive (Loss) Income for the three and six months ended February 28, 2026 and 2025

3

 

 

 

Unaudited Condensed Consolidated Statements of Changes in Equity for the three months and six ended February 28, 2026 and 2025

4

 

 

 

Unaudited Condensed Consolidated Statements of Cash Flows for the six months ended February 28, 2026 and 2025

5

 

 

 

Notes to Unaudited Condensed Consolidated Financial Statements

6

 

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

18

 

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

31

 

Item 4.

Controls and Procedures

31

 

Part II. Other Information

 

 

Item 1.

Legal Proceedings

33

 

 

Item 1A.

Risk Factors

33

 

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

34

 

Item 3.

Defaults Upon Senior Securities

34

 

Item 4.

Mine Safety Disclosures

34

 

Item 5.

Other Information

34

 

Item 6.

Exhibits

34

 

 

 

Signatures

36

 

 

 


PART I — FINANCIAL INFORMATION

Item 1. Financial Statements

SEMILEDS CORPORATION AND SUBSIDIARIES

Condensed Consolidated Balance Sheets

(In thousands of U.S. dollars and shares, except par value)

 

 

February 28,

 

 

August 31,

 

 

 

2026

 

 

2025

 

 

 

(Unaudited)

 

 

 

 

ASSETS

 

 

 

 

 

 

CURRENT ASSETS:

 

 

 

 

 

 

Cash and cash equivalents

 

$

3,978

 

 

$

2,593

 

Accounts receivable (including related parties), net of allowance for doubtful accounts of $177 and $180 as of February 28, 2026 and August 31, 2025, respectively

 

 

1,649

 

 

 

3,588

 

Inventories, net

 

 

4,885

 

 

 

4,776

 

Prepaid expenses and other current assets

 

 

1,937

 

 

 

345

 

Total current assets

 

 

12,449

 

 

 

11,302

 

Property, plant and equipment, net

 

 

2,353

 

 

 

2,713

 

Operating lease right of use assets

 

 

1,047

 

 

 

1,141

 

Intangible assets, net

 

 

110

 

 

 

100

 

Investments in unconsolidated entities

 

 

49

 

 

 

65

 

Other assets

 

 

252

 

 

 

272

 

TOTAL ASSETS

 

$

16,260

 

 

$

15,593

 

LIABILITIES AND EQUITY

 

 

 

 

 

 

CURRENT LIABILITIES:

 

 

 

 

 

 

Current installments of long-term debt

 

$

1,265

 

 

$

1,274

 

Accounts payable

 

 

2,157

 

 

 

5,027

 

Accrued expenses and other current liabilities

 

 

8,924

 

 

 

3,776

 

Other payable to related parties

 

 

1,170

 

 

 

1,161

 

Operating lease liabilities, current portion

 

 

127

 

 

 

145

 

Total current liabilities

 

 

13,643

 

 

 

11,383

 

Long-term debt, excluding current installments

 

 

193

 

 

 

434

 

Operating lease liabilities, less current portion

 

 

920

 

 

 

996

 

Total liabilities

 

 

14,756

 

 

 

12,813

 

Commitments and contingencies (Note 5)

 

 

 

 

 

 

SHAREHOLDERS’ EQUITY:

 

 

 

 

 

 

Common stock, $0.0000056 par value—15,000 shares authorized; 8,258 shares issued and outstanding as of February 28, 2026 and August 31, 2025

 

 

 

 

 

 

Additional paid-in capital

 

 

189,020

 

 

 

188,939

 

Accumulated other comprehensive income

 

 

3,640

 

 

 

3,652

 

Accumulated deficit

 

 

(191,156

)

 

 

(189,811

)

Total shareholders' equity

 

 

1,504

 

 

 

2,780

 

TOTAL LIABILITIES AND EQUITY

 

$

16,260

 

 

$

15,593

 

 

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

1


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

 

 

Six Months Ended

 

 

 

February 28, 2026

 

 

February 28, 2025

 

 

February 28, 2026

 

 

February 28, 2025

 

Revenues, net

 

$

1,064

 

 

$

10,872

 

 

$

3,633

 

 

$

12,133

 

Cost of revenues

 

 

1,058

 

 

 

9,869

 

 

 

3,609

 

 

 

10,870

 

Gross profit

 

 

6

 

 

 

1,003

 

 

 

24

 

 

 

1,263

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

Research and development

 

 

276

 

 

 

279

 

 

 

632

 

 

 

500

 

Selling, general and administrative

 

 

575

 

 

 

614

 

 

 

1,278

 

 

 

1,310

 

Gain on disposals of long-lived assets, net

 

 

 

 

 

 

 

 

(30

)

 

 

 

Total operating expenses

 

 

851

 

 

 

893

 

 

 

1,880

 

 

 

1,810

 

(Loss) income from operations

 

 

(845

)

 

 

110

 

 

 

(1,856

)

 

 

(547

)

Other income (expenses):

 

 

 

 

 

 

 

 

 

 

 

 

Investment loss from unconsolidated entities

 

 

(6

)

 

 

(10

)

 

 

(15

)

 

 

(13

)

Interest expenses, net

 

 

(22

)

 

 

(42

)

 

 

(34

)

 

 

(109

)

Other income, net

 

 

275

 

 

 

265

 

 

 

544

 

 

 

547

 

Foreign currency transaction (loss) gain, net

 

 

(5

)

 

 

65

 

 

 

16

 

 

 

(37

)

Total other income, net

 

 

242

 

 

 

278

 

 

 

511

 

 

 

388

 

(Loss) income before income taxes

 

 

(603

)

 

 

388

 

 

 

(1,345

)

 

 

(159

)

Income tax expense

 

 

 

 

 

 

 

 

 

 

 

 

Net (loss) income

 

$

(603

)

 

$

388

 

 

$

(1,345

)

 

$

(159

)

Net (loss) income per share attributable to SemiLEDs stockholders:

 

 

 

 

 

 

 

 

 

 

 

 

Basic and diluted

 

$

(0.07

)

 

$

0.05

 

 

$

(0.16

)

 

$

(0.02

)

Shares used in computing net (loss) income per share attributable to SemiLEDs stockholders:

 

 

 

 

 

 

 

 

 

 

 

 

Basic and diluted

 

 

8,255

 

 

 

7,222

 

 

 

8,241

 

 

 

7,217

 

 

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

2


SEMILEDS CORPORATION AND SUBSIDIARIES

Unaudited Condensed Consolidated Statements of Comprehensive (Loss) Income

(In thousands of U.S. dollars)

 

 

Three Months Ended

 

 

Six Months Ended

 

 

 

 

February 28, 2026

 

 

February 28, 2025

 

 

February 28, 2026

 

 

February 28, 2025

 

 

Net (loss) income

 

$

(603

)

 

$

388

 

 

$

(1,345

)

 

$

(159

)

 

Other comprehensive loss, net of tax:

 

 

 

 

 

 

 

 

 

 

 

 

 

Foreign currency translation adjustments, net of tax of $0 for all periods presented

 

 

(4

)

 

 

(8

)

 

 

(12

)

 

 

(23

)

 

Comprehensive (loss) income

 

$

(607

)

 

$

380

 

 

$

(1,357

)

 

$

(182

)

 

Comprehensive (loss) income attributable to noncontrolling interests

 

$

 

 

$

 

 

$

 

 

$

(1

)

 

Comprehensive (loss) income attributable to SemiLEDs stockholders

 

$

(607

)

 

$

380

 

 

$

(1,357

)

 

$

(181

)

 

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

 

3


SEMILEDS CORPORATION AND SUBSIDIARIES

Unaudited Condensed Consolidated Statements of Changes in Equity

(In thousands of U.S. dollars and shares)

For the three and six months ended February 28, 2026 and 2025

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accumulated

 

 

 

 

 

Total

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Additional

 

 

Other

 

 

 

 

 

SemiLEDs

 

 

Non-

 

 

 

 

 

 

Common Stock

 

 

Common Stock
- To Be Issued

 

 

Paid-in

 

 

Comprehensive

 

 

Accumulated

 

 

Shareholders'

 

 

Controlling

 

 

Total

 

 

 

Shares

 

 

Amount

 

 

Shares

 

 

Amount

 

 

Capital

 

 

Income

 

 

Deficit

 

 

Equity

 

 

Interests

 

 

Equity

 

BALANCE—September 1, 2025

 

 

8,226

 

 

$

 

 

 

 

 

$

 

 

$

188,939

 

 

$

3,652

 

 

$

(189,811

)

 

$

2,780

 

 

$

 

 

$

2,780

 

Stock-based compensation

 

 

 

 

 

 

 

 

12

 

 

 

 

 

 

39

 

 

 

 

 

 

 

 

 

39

 

 

 

 

 

 

39

 

Comprehensive loss:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other comprehensive loss

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(8

)

 

 

 

 

 

(8

)

 

 

 

 

 

(8

)

Net loss

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(742

)

 

 

(742

)

 

 

 

 

 

(742

)

BALANCE—November 30, 2025

 

 

8,226

 

 

 

 

 

 

12

 

 

 

 

 

 

188,978

 

 

 

3,644

 

 

 

(190,553

)

 

 

2,069

 

 

 

 

 

 

2,069

 

Stock-based compensation

 

 

32

 

 

 

 

 

 

(12

)

 

 

 

 

 

42

 

 

 

 

 

 

 

 

 

42

 

 

 

 

 

 

42

 

Comprehensive income:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other comprehensive loss

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(4

)

 

 

 

 

 

(4

)

 

 

 

 

 

(4

)

Net loss

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(603

)

 

 

(603

)

 

 

 

 

 

(603

)

BALANCE—February 28, 2026

 

 

8,258

 

 

 

 

 

 

 

 

 

 

 

$

189,020

 

 

$

3,640

 

 

$

(191,156

)

 

$

1,504

 

 

$

 

 

$

1,504

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accumulated

 

 

 

 

 

Total

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Additional

 

 

Other

 

 

 

 

 

SemiLEDs

 

 

Non-

 

 

 

 

 

 

Common Stock

 

 

Common Stock
- To Be Issued

 

 

Paid-in

 

 

Comprehensive

 

 

Accumulated

 

 

Shareholders'

 

 

Controlling

 

 

Total

 

 

 

Shares

 

 

Amount

 

 

Shares

 

 

Amount

 

 

Capital

 

 

Income

 

 

Deficit

 

 

Equity

 

 

Interests

 

 

Equity

 

BALANCE—September 1, 2024

 

 

7,212

 

 

$

 

 

 

 

 

$

 

 

$

187,337

 

 

$

3,545

 

 

$

(188,681

)

 

$

2,201

 

 

$

48

 

 

$

2,249

 

Stock-based compensation

 

 

 

 

 

 

 

 

13

 

 

 

 

 

 

25

 

 

 

 

 

 

 

 

 

25

 

 

 

 

 

 

25

 

Change ownership in SBDI

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(85

)

 

 

 

 

 

 

 

 

(85

)

 

 

(47

)

 

 

(132

)

Comprehensive loss:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other comprehensive loss

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(14

)

 

 

 

 

 

(14

)

 

 

(1

)

 

 

(15

)

Net loss

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(547

)

 

 

(547

)

 

 

 

 

 

(547

)

BALANCE—November 30, 2024

 

 

7,212

 

 

 

 

 

 

13

 

 

 

 

 

 

187,277

 

 

 

3,531

 

 

 

(189,228

)

 

 

1,580

 

 

 

 

 

 

1,580

 

Stock-based compensation

 

 

25

 

 

 

 

 

 

(13

)

 

 

 

 

 

35

 

 

 

 

 

 

 

 

 

35

 

 

 

 

 

 

35

 

Issuance of common stock to repay long-term loan

 

 

964

 

 

 

 

 

 

 

 

 

 

 

 

1,600

 

 

 

 

 

 

 

 

 

1,600

 

 

 

 

 

 

1,600

 

Comprehensive income (loss):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other comprehensive income (loss)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1

 

 

 

(9

)

 

 

 

 

 

(8

)

 

 

 

 

 

(8

)

Net income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

388

 

 

 

388

 

 

 

 

 

 

388

 

BALANCE—February 28, 2025

 

 

8,201

 

 

$

 

 

 

 

 

$

 

 

$

188,913

 

 

$

3,522

 

 

$

(188,840

)

 

$

3,595

 

 

$

 

 

$

3,595

 

 

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

 

4


SEMILEDS CORPORATION AND SUBSIDIARIES

Unaudited Condensed Consolidated Statements of Cash Flows

(In thousands of U.S. dollars)

 

 

 

Six Months Ended

 

 

 

February 28, 2026

 

 

February 28, 2025

 

CASH FLOWS FROM OPERATING ACTIVITIES:

 

 

 

 

 

 

Net loss

 

$

(1,345

)

 

$

(159

)

Adjustments to reconcile net loss to net cash provided by (used in) operating activities:

 

 

 

 

 

 

Depreciation and amortization

 

 

355

 

 

 

312

 

Stock-based compensation expense

 

 

81

 

 

 

60

 

Provisions for inventory write-downs

 

 

278

 

 

 

146

 

Gain on disposals of long-lived assets, net

 

 

(30

)

 

 

 

Investment loss from unconsolidated entities

 

 

15

 

 

 

13

 

Changes in:

 

 

 

 

 

 

Accounts receivable

 

 

1,850

 

 

 

131

 

Inventories

 

 

(480

)

 

 

(10,197

)

Prepaid expenses and other assets

 

 

(1,571

)

 

 

(1,764

)

Accounts payable

 

 

(2,793

)

 

 

304

 

Accrued expenses and other current liabilities

 

 

5,204

 

 

 

12,401

 

Net cash provided by operating activities

 

 

1,564

 

 

 

1,247

 

CASH FLOWS FROM INVESTING ACTIVITIES:

 

 

 

 

 

 

Purchases of property, plant and equipment

 

 

(44

)

 

 

(238

)

Proceeds from sales of property, plant and equipment

 

 

30

 

 

 

 

Placement of refundable deposits

 

 

 

 

 

(1

)

Payments for development of intangible assets

 

 

(2

)

 

 

(19

)

Net cash used in investing activities

 

 

(16

)

 

 

(258

)

CASH FLOWS FROM FINANCING ACTIVITIES:

 

 

 

 

 

 

Repayments of long-term debt

 

 

(230

)

 

 

(221

)

Acquisition of noncontrolling interests

 

 

 

 

 

(130

)

Net cash used in financing activities

 

 

(230

)

 

 

(351

)

Effect of exchange rate changes on cash and cash equivalents and restricted cash

 

 

63

 

 

 

70

 

NET INCREASE IN CASH AND CASH EQUIVALENTS AND RESTRICTED CASH

 

 

1,381

 

 

 

708

 

CASH AND CASH EQUIVALENTS AND RESTRICTED CASH—Beginning of period

 

 

2,770

 

 

 

1,840

 

CASH AND CASH EQUIVALENTS AND RESTRICTED CASH—End of period

 

$

4,151

 

 

$

2,548

 

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:

 

 

 

 

 

 

Cash paid for interest

 

$

 

 

$

13

 

Cash paid for income taxes

 

$

 

 

$

 

NONCASH INVESTING AND FINANCING ACTIVITIES:

 

 

 

 

 

 

Accrual related to property, plant and equipment

 

$

 

 

$

29

 

Reclassification of prepaid patent application costs to intangible assets

 

$

18

 

 

$

 

Issuance of common stock to repay long-term loan

 

$

 

 

$

1,600

 

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

5


SEMILEDS CORPORATION AND SUBSIDIARIES

Notes to Unaudited Condensed Consolidated Financial Statements

1. Business

SemiLEDs Corporation (“SemiLEDs” or the “parent company”) was incorporated in Delaware on January 4, 2005 and is a holding company for various wholly owned subsidiaries. SemiLEDs and its subsidiaries (collectively, the “Company”) develop, manufacture and sell high performance light emitting diodes (“LEDs”). The Company’s core products are LED components, LED modules and systems, as well as LED chips and lighting products. LED components, modules and systems have become the most important part of its business. A portion of the Company’s business consists of the sale of contract manufactured LED products. The Company’s customers are concentrated in a few select markets, including India, Japan, the United States and the Netherlands.

As of February 28, 2026, SemiLEDs had one wholly owned operating subsidiary, Taiwan Bandaoti Zhaoming Co., Ltd., which conducts its research, development, manufacturing, marketing and sale of LED components and employs the Company’s employees.

SemiLEDs’ common stock trades on the NASDAQ Capital Market under the symbol “LEDS”.

2. Summary of Significant Accounting Policies

Basis of Presentation —The Company’s unaudited interim condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and applicable provisions of the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”) regarding interim financial reporting. Certain information and disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted as permitted by the rules and regulations of the SEC. Accordingly, these unaudited interim condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto contained in the Company’s Annual Report on Form 10-K filed with the SEC on November 28, 2025. The unaudited condensed consolidated balance sheet as of August 31, 2025 included herein was derived from the audited consolidated financial statements as of that date.

The unaudited interim condensed consolidated financial statements have been prepared on the same basis as the audited consolidated financial statements and include all adjustments, consisting only of normal recurring adjustments, necessary for the fair presentation of the Company’s unaudited condensed consolidated balance sheet as of February 28, 2026, the unaudited condensed statements of operations and comprehensive loss for the three and six months ended February 28, 2026 and 2025, the unaudited condensed statement of changes in equity for the three and six months ended February 28, 2026 and 2025, and the unaudited condensed statements of cash flows for the six months ended February 28, 2026 and 2025. The results for the three or six months ended February 28, 2026 are not necessarily indicative of the results to be expected for the year ending August 31, 2026.

Going Concern —The accompanying unaudited interim condensed consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The realization of assets and the satisfaction of liabilities in the normal course of business are dependent on, among other things, the Company’s ability to operate profitably, to generate cash flows from operations, and to pursue financing arrangements to support its working capital requirements.

6


The Company suffered losses from operations of $1.6 million and $2.9 million, and net cash provided by operating activities of $2.2 million and net cash used in operating activities of $361 thousand, for the years ended August 31, 2025 and 2024, respectively. These facts and conditions have raised substantial doubt about the Company’s ability to continue as a going concern, even though gross profit on product sales was $2.4 million for the year ended August 31, 2025 compared to $1.1 million for the year ended August 31, 2024. On February 28, 2026, the Company’s cash and cash equivalents had increased to $4.0 million compared to $2.4 million on February 28, 2025. Further, loss from operations was $845 thousand and $1.9 million for the three and six months ended February 28, 2026, respectively. Management believes that it has developed a liquidity plan, as summarized below, that, if executed successfully, should provide sufficient liquidity to meet the Company’s obligations as they become due for a reasonable period of time, and allow the development of its core business. The plan includes:

Gaining positive cash-inflow from operating activities through continuous cost reductions and the sales of new higher margin products. Steady growth of module products and the continued commercial sales of its UV LED product are expected to improve the Company’s future gross margin, operating results and cash flows. The Company is targeting niche markets and focusing on product enhancement and developing its LED products into many other applications or devices.
Continuing to monitor prices, work with current and potential vendors to decrease costs and, consistent with its existing contractual commitments, possibly decrease its activity level and capital expenditures further. This plan reflects its strategy of controlling capital costs and maintaining financial flexibility.
Raising additional cash through potential equity offerings, sales of assets and/or issuance of debt as considered necessary and looking at other potential business opportunities.

While the Company's management believes that the measures described in the above liquidity plan will be adequate to satisfy its liquidity requirements for the twelve months after the date that the financial statements are issued, there is no assurance that the liquidity plan will be successfully implemented. Failure to successfully implement the liquidity plan may have a material adverse effect on its business, results of operations and financial position, and may adversely affect its ability to continue as a going concern. These unaudited interim condensed consolidated financial statements do not include any adjustments related to the recoverability and classification of recorded assets or the amounts and classification of liabilities or any other adjustments that might be necessary should the Company be unable to continue as a going concern.

Restricted Cash —Restricted cash primarily consists of cash held in reserved bank accounts in Taiwan, including compensating balances required under the Company's long-term loan requirements. As of February 28, 2026 and August 31, 2025, the Company’s restricted cash at noncurrent portion, which was recorded as other assets, amounted to $173 thousand and $177 thousand, respectively.

Revenue Recognition —Effective September 1, 2018, the Company adopted ASC 606 using the modified retrospective transition method. The Company applied the following five steps to achieve the core principles of ASC 606: 1) identified the contract with a customer; 2) identified the performance obligations (promises) in the contract; 3) determined the transaction price; 4) allocated the transaction price to the performance obligations in the contract; and 5) recognized revenue when (or as) the Company satisfies a performance obligation.

The Company recognizes the amount of revenue, when the Company satisfies a performance obligation, to which it expects to be entitled for the transfer of promised goods or services to customers. The Company obtains written purchase authorizations from its customers as evidence of an arrangement and these authorizations generally provide for a specified amount of product at a fixed price. Generally, the Company considers delivery to have occurred at the time of shipment as this is generally when title and risk of loss for the products will pass to the customer. The Company provides its customers with limited rights of return for non‑conforming shipments and product warranty claims. Based on historical return percentages, which have not been material to date, and other relevant factors, the Company estimates its potential future exposure on recorded product sales, which reduces product revenues in the consolidated statements of operations and reduces accounts receivable in the consolidated balance sheets. The Company also provides standard product warranties on its products, which generally range from three months to two years. Management estimates the Company’s warranty obligations as a percentage of revenues, based on historical knowledge of warranty costs and other relevant factors. To date, the related estimated warranty provisions have been insignificant.

Gross Versus Net Revenue —ASC 606 provides guidance on proper recognition of principal versus agent considerations which are used to determine gross versus net revenue recognition. Under ASC 606, the core objective of the guidance on gross versus net revenue recognition is to help determine whether an entity is a principal or an agent in a transaction. In general, the primary difference between these two is the performance obligation being satisfied. The principal has a performance obligation to provide the desired goods or services to the end customer, whereas the agent arranges for the principal to provide the desired goods or services. Additionally, a fundamental characteristic of a principal in a transaction is control. A principal substantively controls the goods and services before they are transferred to the customer as well as controls the price of the good or service being provided. An agent normally receives a

7


commission or fee for these activities. In addition to control, the level at which an entity controls the price of the good or service being transferred determines principal versus agent status. The more discretion over setting price a company has in providing the good or service, the more likely they are considered a principal rather than an agent. Under the guidance when another party is involved in providing a good or service to a customer, an entity is a principal if the entity obtains control of the asset or right to a service performed by the other party.

The Company’s revenues for the six months ended February 28, 2026 were significantly derived from buy-sell purchase orders of equipment.

Under buy-sell purchase orders, the Company purchases certain machinery and equipment (the “Goods”) from vendors and sells them to customers. Control of the Goods, including title and risk of loss, transfers to customers upon delivery at their designated seaport, and the Company has discretion in establishing prices. Accordingly, revenue from these transactions is recognized at the gross sales price.

Principles of Consolidation —The unaudited interim condensed consolidated financial statements include the accounts of SemiLEDs and its consolidated subsidiaries. All intercompany transactions and balances have been eliminated during consolidation.

On September 1, 2018, the Company adopted ASC 825-10, “Financial Instruments - Overall: Recognition and Measurement of Financial Assets and Financial Liabilities”. This standard allows equity investments that do not have readily determinable fair values to be re-measured at fair value either upon the occurrence of an observable price change or upon identification of impairment. The standard also simplifies the impairment assessment of equity investments without readily determinable fair values by requiring assessment for impairment qualitatively at each reporting period.

Investments in which the Company has the ability to exercise significant influence over the investee but not a controlling financial interest, are accounted for using the equity method of accounting and are not consolidated. These investments are in joint ventures that are not subject to consolidation under the variable interest model, and for which the Company: (i) does not have a majority voting interest that would allow it to control the investee, or (ii) has a majority voting interest but for which other shareholders have significant participating rights, but for which the Company has the ability to exercise significant influence over operating and financial policies. Under the equity method, investments are stated at cost after adding or removing the Company’s portion of equity in undistributed earnings or losses, respectively. The Company’s investment in these equity‑method entities is reported in the consolidated balance sheets in investments in unconsolidated entities, and the Company’s share of the income or loss of these equity‑method entities, after the elimination of unrealized intercompany profits, is reported in the consolidated statements of operations in equity in losses from unconsolidated entities. When net losses from an equity‑method investee exceed its carrying amount, the carrying amount of the investment is reduced to zero. The Company then suspends using the equity method to provide for additional losses unless the Company has guaranteed obligations or is otherwise committed to provide further financial support to the equity‑method investee. The Company resumes accounting for the investment under the equity method if the investee subsequently returns to profitability and the Company’s share of the investee’s income exceeds its share of the cumulative losses that have not been previously recognized during the period the equity method is suspended.

Investments in entities that are not consolidated or accounted for under the equity method are recorded as investments without readily determinable fair values. Investments without readily determinable fair values are reported on the consolidated balance sheets in investments in unconsolidated entities, at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for an identical or similar investment of the same issuer. Dividend income, if any, received is reported in the consolidated statements of operations in equity in losses from unconsolidated entities.

If the fair value of an equity investment declines below its respective carrying amount and the decline is determined to be other‑than‑temporary, the investment will be written down to its fair value.

8


Use of Estimates —The preparation of unaudited interim condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited interim condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Significant items subject to such estimates and assumptions include the preparation of the Company’s consolidated financial statements on the basis that the Company will continue as a going concern, the collectability of accounts receivable, inventory net realizable values, realization of deferred tax assets, valuation of stock-based compensation expense, the useful lives of property, plant and equipment and intangible assets, the recoverability of the carrying amount of property, plant and equipment, intangible assets and investments in unconsolidated entities, the fair value of acquired tangible and intangible assets, income tax uncertainties, provision for potential litigation costs and other contingencies. Management bases its estimates on historical experience and also on assumptions that it believes are reasonable. Management assesses these estimates on a regular basis; however, actual results could differ materially from those estimates.

Certain Significant Risks and Uncertainties —The Company is subject to certain risks and uncertainties that could have a material and adverse effect on the Company’s future financial position or results of operations, which risks and uncertainties include, among others: it has incurred significant losses over the past several years, any inability of the Company to compete in a rapidly evolving market and to respond quickly and effectively to changing market requirements, any inability of the Company to grow its revenue and/or maintain or increase its margins, it may experience fluctuations in its revenues and operating results, any inability of the Company to protect its intellectual property rights, claims by others that the Company infringes their proprietary technology, and any inability of the Company to raise additional funds in the future.

Concentration of Supply Risk —Some of the components and technologies used in the Company’s products are purchased and licensed from a limited number of sources and some of the Company’s products are produced by a limited number of contract manufacturers. The loss of any of these suppliers and contract manufacturers may cause the Company to incur transition costs to another supplier or contract manufacturer, result in delays in the manufacturing and delivery of the Company’s products, or cause it to carry excess or obsolete inventory. The Company relies on a limited number of such suppliers and contract manufacturers for the fulfillment of its customer orders. Any failure of such suppliers and contract manufacturers to perform could have an adverse effect upon the Company’s reputation and its ability to distribute its products or satisfy customers’ orders, which could adversely affect the Company’s business, financial position, results of operations and cash flows.

Concentration of Credit Risk —Financial instruments that subject the Company to concentrations of credit risk consist primarily of cash, cash equivalents and accounts receivable.

The Company keeps its cash and cash equivalents in demand deposits with prominent banks of high credit quality and invests only in money market funds. Cash accounts at each institution are insured by the Federal Deposit Insurance Corporation in the United States or Central Deposit Insurance Corporation in Taiwan up to certain limits. At times, such deposits may be in excess of the insurance limit. U.S. accounts are guaranteed by the Federal Deposit Insurance Corporation (FDIC) up to $250,000. As of February 28, 2026 and August 31, 2025, the Company had no cash in excess of FDIC insured limits. The Company maintains cash in state-owned banks in Taiwan, where the insurance coverage of each bank is NTD$3,000,000 (approximately $96,077). As of February 28, 2026 and August 31, 2025, the Company had $3,500 thousand and $2,281 thousand cash in excess of the insured amount, respectively. The Company has not experienced any losses in such accounts. As of February 28, 2026 and August 31, 2025, cash and cash equivalents of the Company consisted of the following (in thousands):

 

 

 

February 28,

 

 

August 31,

 

Cash and Cash Equivalents by Location

 

2026

 

 

2025

 

United States;

 

 

 

 

 

 

Denominated in U.S. dollars

 

$

187

 

 

$

187

 

Taiwan;

 

 

 

 

 

 

Denominated in U.S. dollars

 

 

3,572

 

 

 

2,163

 

Denominated in New Taiwan dollars

 

 

80

 

 

 

112

 

Denominated in other currencies

 

 

139

 

 

 

131

 

Total cash and cash equivalents

 

$

3,978

 

 

$

2,593

 

The Company’s revenues for the six months ended February 28, 2026 were significantly derived from buy-sell purchase orders of equipment. Net revenues generated from buy-sell purchase orders of equipment represented 36% of the Company's revenues for the six months ended February 28, 2026. A significant portion of the Company’s revenues are derived from a limited number of customers, and sales are concentrated in a few select markets. Management performs ongoing credit evaluations of its customers and generally does not require collateral on accounts receivable. Management evaluates the need to establish an allowance for doubtful accounts for

9


estimated potential credit losses at each reporting period. The allowance for doubtful accounts is based on the management’s assessment of the collectability of its customer accounts. Management regularly reviews the allowance by considering certain factors, such as historical experience, industry data, credit quality, ages of accounts receivable balances and current economic conditions that may affect a customer’s ability to pay.

Net revenues generated from sales to the top ten customers represented 89% and 91% of the Company’s total net revenues for the three and six months ended February 28, 2026, respectively, and 99% and 98% of the Company’s net revenues for the three and six months ended February 28, 2025, respectively.

The Company’s revenues have been concentrated in a few select markets, including India, Japan, the United States and the Netherlands. Net revenues generated from sales to customers in these markets, in the aggregate, accounted for 69% and 86% of the Company’s net revenues for the three and six months ended February 28, 2026, respectively, and 98% and 97% of the Company’s net revenues for the three and six months ended February 28, 2025, respectively.

Noncontrolling Interests —Noncontrolling interests are classified in the consolidated statements of operations as part of consolidated net income (loss) and the accumulated amount of noncontrolling interests in the consolidated balance sheets as part of equity. Changes in ownership interest in a consolidated subsidiary that do not result in a loss of control are accounted for as an equity transaction. If a change in ownership of a consolidated subsidiary results in loss of control and deconsolidation, any retained ownership interests are remeasured with the gain or loss reported in net earnings.

On September 1, 2018, Taiwan Bandaoti Zhaoming Co., Ltd., formerly known as Silicon Base Development, Inc. (“SBDI”), the Company’s wholly owned operating subsidiary, issued 414,000 common shares and amended its certificate of incorporation to increase its common stock issued from 12,087,715 shares to 12,501,715 shares. As of the issuance date, the increased capital of $176 thousand (NT$5.4 million) had been completely received in cash by SBDI. SemiLEDs Optoelectronics Co., Ltd. (“Taiwan SemiLEDs”) did not subscribe for the newly issued common shares, and, as a result, the noncontrolling interest in Taiwan SemiLEDs increased from zero to 3.31%. From January 2019 to September 2020, Taiwan SemiLEDs purchased an additional 33,000 common shares of SBDI from non-controlling shareholders. From March 2022 to May 2022, Taiwan SemiLEDs purchased an additional 52,000 common shares of SBDI from non-controlling shareholders. On September 1, 2024, Taiwan SemiLEDs purchased the remaining 329,000 common shares of SBDI from non-controlling shareholders. On April 1, 2025, Taiwan Bandaoti Zhaoming Co., Ltd. merged with and into Taiwan SemiLEDs. Taiwan Bandaoti Zhaoming Co., Ltd. now functions as a division of Taiwan SemiLEDs with all property, obligations, and capital being transferred to Taiwan SemiLEDs. Taiwan SemiLEDs changed its company name to Taiwan Bandaoti Zhaoming Co., Ltd. after the merger. The noncontrolling interest in former Taiwan Bandaoti Zhaoming Co., Ltd. was zero as of February 28, 2026 and August 31, 2025.

Recent Accounting Pronouncements

In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (“ASU 2023-07”). The amendments in ASU 2023-07 improve reportable segment disclosure requirements through enhanced disclosures about significant segment expenses that are regularly provided to the chief operating decision maker (CODM). In addition, the amendments enhance interim disclosure requirements, clarify circumstances in which an entity can disclose multiple segment measures of profit or loss, provide new segment disclosure requirements for entities with a single reportable segment, and contain other disclosure requirements. ASU 2023-07 became effective for annual reporting periods beginning after December 15, 2023, and interim periods within annual reporting periods beginning after December 15, 2024. The Company adopted the ASU on a retrospective basis for all prior periods presented, and the adoption had no material effect on the unaudited condensed consolidated financial statements and related disclosures.

In November 2024, the FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses. The new standard requires entities to disclose additional information about certain expenses, such as purchases of inventory, employee compensation, depreciation, intangible asset amortization, as well as selling expenses included in commonly presented expense captions on the income statement. The FASB further clarified the effective date in January 2025 with the issuance of ASU 2025-01, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date. The ASU is effective for fiscal years beginning after December 15, 2026 and interim periods beginning after December 15, 2027. Companies have the option to apply this guidance either on a retrospective or prospective basis, and early adoption is permitted. The Company is currently evaluating the impact of ASU 2024-03 on its unaudited condensed consolidated financial statements and related disclosures.

In July 2025, the FASB issued ASU 2025-05, “Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets”. ASU 2025-05 provides a practical expedient related to the estimation of expected credit losses for current accounts receivable and current contract assets. ASU 2025-05 is effective for annual reporting periods beginning after December 15, 2025 and interim reporting periods within those annual reporting periods and should be applied prospectively. Early

10


adoption is permitted. The Company adopted the ASU, and the adoption had no material effect on the unaudited condensed consolidated financial statements and related disclosures.

In September 2025, the FASB issued ASU 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40) (“ASU 2025-06”). ASU 2025-06 updates the accounting guidance for internal-use software by eliminating references to software development project stages, thereby requiring companies to start capitalizing software costs when (i) management has authorized and committed to funding the project and (ii) it is probable the project will be completed and the software will be used as intended. ASU 2025-06 is effective for annual periods beginning after December 15, 2027, with early adoption permitted. Amendments can be applied either (i) prospectively, (ii) through a modified transition approach based on the status projects and whether software costs were capitalized before the date of adoption, or (iii) retrospectively. The Company is currently evaluating the impact of ASU 2025-06 on its unaudited condensed consolidated financial statements and related disclosures.

In December 2025, the FASB issued ASU 2025-10 to provide specific authoritative guidance about the recognition, measurement, and presentation of a grant received by a business entity from a government. The amendments in this guidance require that a government grant received by a business entity should not be recognized until (1) it is probable that a business entity will comply with the conditions attached to the grant and the grant will be received and (2) a business entity meets the recognition guidance for a grant related to an asset or a grant related to income. Adoption of this standard is required using either a modified prospective, modified retrospective, or a retrospective approach. This standard is effective for the Company for both interim and annual reporting for the year ended December 31, 2029. The Company is currently evaluating the impact of ASU 2025-06 on its unaudited condensed consolidated financial statements and related disclosures.

The Company does not believe other recently issued but not yet effective accounting standards, if currently adopted, would have a material effect on the unaudited condensed consolidated financial position, statements of operations and cash flows.

3. Balance Sheet Components

Inventories

Inventories as of February 28, 2026 and August 31, 2025 consisted of the following (in thousands):

 

 

 

February 28,

 

 

August 31,

 

 

 

2026

 

 

2025

 

Raw materials

 

$

371

 

 

$

411

 

Work in process

 

 

880

 

 

 

1,051

 

Finished goods

 

 

3,634

 

 

 

3,314

 

Total

 

$

4,885

 

 

$

4,776

 

Inventory write-downs to estimated net realizable values were $126 thousand and $278 thousand for the three and six months ended February 28, 2026, respectively, and $50 thousand and $146 thousand for the three and six months ended February 28, 2025, respectively.

Property, Plant and Equipment

Property, plant and equipment as of February 28, 2026 and August 31, 2025 consisted of the following (in thousands):

 

 

February 28,

 

 

August 31,

 

 

 

2026

 

 

2025

 

Buildings and improvements

 

$

13,744

 

 

$

14,010

 

Machinery and equipment

 

 

26,359

 

 

 

27,735

 

Leasehold improvements

 

 

160

 

 

 

163

 

Other equipment

 

 

2,264

 

 

 

2,339

 

Construction in progress

 

 

 

 

 

14

 

Total property, plant and equipment

 

 

42,527

 

 

 

44,261

 

Less: Accumulated depreciation and amortization

 

 

(40,174

)

 

 

(41,548

)

Property, plant and equipment, net

 

$

2,353

 

 

$

2,713

 

 

11


Intangible Assets

Intangible assets as of February 28, 2026 and August 31, 2025 consisted of the following (in thousands):

 

 

 

February 28, 2026

 

 

 

Weighted

 

 

 

 

 

 

 

 

 

 

 

 

Average

 

 

Gross

 

 

 

 

 

Net

 

 

 

Amortization

 

 

Carrying

 

 

Accumulated

 

 

Carrying

 

 

 

Period (Years)

 

 

Amount

 

 

Amortization

 

 

Amount

 

Patents and trademarks

 

 

15

 

 

$

620

 

 

$

510

 

 

$

110

 

Acquired technology

 

 

5

 

 

 

326

 

 

 

326

 

 

 

 

Total

 

 

 

 

$

946

 

 

$

836

 

 

$

110

 

 

 

 

August 31, 2025

 

 

 

Weighted

 

 

 

 

 

 

 

 

 

 

 

 

Average

 

 

Gross

 

 

 

 

 

Net

 

 

 

Amortization

 

 

Carrying

 

 

Accumulated

 

 

Carrying

 

 

 

Period (Years)

 

 

Amount

 

 

Amortization

 

 

Amount

 

Patents and trademarks

 

 

15

 

 

$

614

 

 

$

514

 

 

$

100

 

Acquired technology

 

 

5

 

 

 

333

 

 

 

333

 

 

 

 

Total

 

 

 

 

$

947

 

 

$

847

 

 

$

100

 

Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities as of February 28, 2026 and August 31, 2025 consisted of the following (in thousands):

 

 

 

February 28,

 

 

August 31,

 

 

 

 

2026

 

 

2025

 

 

Accrued compensation and benefits

 

$

 

2,003

 

 

$

 

2,127

 

 

Customer deposits

 

 

 

6,302

 

 

 

 

796

 

 

Accrued business expenses

 

 

 

242

 

 

 

 

215

 

 

Accrued professional service fees

 

 

 

73

 

 

 

 

109

 

 

Other (individually less than 5% of total accrued expenses and other current liabilities)

 

 

 

304

 

 

 

 

529

 

 

Total

 

$

 

8,924

 

 

$

 

3,776

 

 

4. Investments in Unconsolidated Entities

The Company’s ownership interest and carrying amounts of investments in unconsolidated entities as of February 28, 2026 and August 31, 2025 consisted of the following (in thousands, except percentages):

 

 

 

February 28, 2026

 

 

August 31, 2025

 

 

 

 

Percentage

 

 

 

 

Percentage

 

 

 

 

 

 

Ownership

 

Amount

 

 

Ownership

 

Amount

 

 

Equity method investments, net

 

47.62

 

$

49

 

 

47.62

 

$

65

 

 

Equity investment without readily determinable fair value - Beginning Balance

 

 

 

$

 

 

Various

 

$

876

 

 

 Dissolution of investee

 

 

 

$

 

 

 

 

$

(876

)

 

Equity investment without readily determinable fair value - Ending Balance

 

 

 

$

 

 

 

 

$

 

 

Total investments in unconsolidated entities

 

 

 

$

49

 

 

 

 

$

65

 

 

 

There were no dividends received from unconsolidated entities through February 28, 2026.

Equity Investments without Readily Determinable Fair Value

Equity investments (except those accounted for under the equity method of accounting or those that result in consolidation of the Company) which do not have readily determinable fair values are recorded as equity investment without readily determinable fair value.

12


All equity investments without readily determinable fair value are assessed for impairment when events or changes in circumstances indicate that the carrying amounts may not be recoverable, and measured at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for an identical or similar investment of the same issuers. The recoverable value of the investment was determined based on the Company’s best estimate of the amount that could be realized from the investment, which considered the latest financial information. The impairment losses for the equity investments without readily determinable fair value were zero for the three and six months ended February 28, 2026 and 2025.

Equity Method Investments

In July 2023, Taiwan Bandaoti Zhaoming Co., Ltd, the Company’s subsidiary, had a board resolution to hold an equity interest in Yi Yang Optoelectronics Co., Ltd., accounting for its equity interest using the equity method to accounts for its equity investment as prescribed in ASC 323, Investments—Equity Method and Joint Ventures (“ASC 323”). Equity method adjustments include the Company’s proportionate share of investee’s income or loss and other adjustments required by the equity method. The Company owned 47.62% of the common shares of Yi Yang Optoelectronics Co., Ltd. as of both February 28, 2026 and August 31, 2025.

 

5. Commitments and Contingencies

Operating Lease AgreementsThe Company has several operating leases with third parties, primarily for land, plant and office spaces in Taiwan, including cancelable and noncancelable leases that expire at various dates between August 2026 and December 2040. Leases with an initial term of 12 months or less are not recorded on the balance sheet; the Company recognizes lease expense for these leases on a straight-line basis over the lease term. For lease agreements entered into or reassessed after the adoption of Topic 842, the Company did not combine lease and non-lease components.

Most leases do not include options to renew. The exercise of lease renewal options has to be agreed by the lessors. The depreciable life of assets and leasehold improvements are limited by the term of leases, unless there is a transfer of title or purchase option reasonably certain of exercise. Lease expense is recognized on a straight-line basis over the term of the lease. Lease expense related to these noncancelable operating leases was $41 thousand and $96 thousand for three months and six months ended February 28, 2026, respectively. Lease expense related to these noncancelable operating leases was $34 thousand and $72 thousand for three months and six months ended February 28, 2025, respectively.

Balance sheet information related to the Company’s leases is presented below:

 

 

 

February 28, 2026

 

 

August 31, 2025

 

Assets

 

 

 

 

 

 

Operating lease right of use assets

 

$

1,047

 

 

$

1,141

 

Liabilities

 

 

 

 

 

 

Operating lease liabilities, current

 

$

127

 

 

$

145

 

Operating lease liabilities, less current portion

 

 

920

 

 

 

996

 

Total

 

$

1,047

 

 

$

1,141

 

The following provides details of the Company’s lease expenses:

 

 

 

Three Months Ended

 

 

 

February 28, 2026

 

 

February 28, 2025

 

Operating lease expenses, net

 

$

41

 

 

$

34

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Six Months Ended

 

 

 

February 28, 2026

 

 

February 28, 2025

 

Operating lease expenses, net

 

$

81

 

 

$

72

 

 

13


Other information related to leases is presented below:

 

 

 

Six Months Ended

 

 

 

February 28, 2026

 

 

February 28, 2025

 

Cash Paid for amounts Included In Measurement of Liabilities:

 

 

 

 

 

 

Operating cash flows from operating leases

 

$

81

 

 

$

72

 

Weighted Average Remaining Lease Term:

 

 

 

 

 

 

Operating leases

 

13.80 years

 

 

14.08 years

 

Weighted Average Discount Rate

 

 

 

 

 

 

Operating leases

 

 

1.76

%

 

 

1.76

%

 

As most of the Company’s leases do not provide an implicit rate, the Company uses its average borrowing rate from non-related parties of 1.76% based on the information available at commencement date in determining the present value of lease payments.

The aggregate future noncancelable minimum rental payments for the Company’s operating leases as of February 28, 2026 consisted of the following (in thousands):

 

 

 

Operating

 

Years Ending August 31,

 

Leases

 

Remainder of 2026

 

$

80

 

2027

 

 

105

 

2028

 

 

84

 

2029

 

 

84

 

2030

 

 

76

 

Thereafter

 

 

748

 

Total future minimum lease payments, undiscounted

 

 

1,177

 

Less: Imputed interest

 

 

(130

)

Present value of future minimum lease payments

 

$

1,047

 

 

Purchase Obligations —The Company had purchase commitments for inventory, property, plant and equipment in the amount of $5.6 million and $461 thousand as of February 28, 2026 and August 31, 2025, respectively.

Litigation —The Company is directly or indirectly involved from time to time in various claims or legal proceedings arising in the ordinary course of business. The Company recognizes a liability when it is probable that a loss has been incurred and the amount is reasonably estimable. There is significant judgment required in assessing both the likelihood of an unfavorable outcome and whether the amount of loss, if any, can be reasonably estimated.

As of February 28, 2026, there was no pending or threatened litigation that could have a material impact on the Company’s financial position, results of operations or cash flows.

6. Stock-based Compensation

The Company currently has one equity incentive plan (the “2010 Plan”), which provides for awards in the form of restricted shares, stock units, stock options or stock appreciation rights to the Company’s employees, officers, directors and consultants. In April 2014, SemiLEDs’ stockholders approved an amendment to the 2010 Plan that increases the number of shares authorized for issuance under the plan by an additional 250 thousand shares. On July 31, 2019, the stockholders approved an increase in the authorized share reserve under the 2010 plan by an additional 500 thousand shares, to extend expiration of the 2010 Plan to November 3, 2023, to remove the IRS Code section 162(m) provisions, and to modify the maximum grant limit to 35 thousand shares to one person in a one year period. On September 25, 2020, the stockholders approved an amendment to the 2010 Equity Incentive Plan to increase the authorized shares reserve by an additional 400 thousand shares. On March 17, 2023, the Board approved the amendment of the 2010 Plan to extend the term to March 17, 2033, which was approved by the Company's stockholders at the annual meeting held on May 18, 2023.

14


A total of 1,421 thousand and 1,421 thousand shares was reserved for issuance under the 2010 Plan as of February 28, 2026 and 2025, respectively. As of February 28, 2026 and 2025, there were 429 thousand and 530 thousand shares of common stock available for future issuance under the equity incentive plans, respectively.

In November 2025, SemiLEDs granted 15 thousand restricted stock units to its directors, which vest 25% every three months from the vesting commencement date of November 27, 2025 and will become fully vested upon a change in control. The grant-date fair value of the restricted stock units was $2.406 per unit.

In July 2025, SemiLEDs granted 96 thousand restricted stock units to its employees, which vest 12.5% every three months from the vesting commencement date of July 10, 2025 and will become fully vested upon a change in control. The grant-date fair value of the restricted stock units was $2.81 per unit.

In November 2024, SemiLEDs granted 15 thousand restricted stock units to its directors, which vest 25% every three months from the vesting commencement date of November 27, 2024 and will become fully vested upon a change in control. The grant-date fair value of the restricted stock units was $1.28 per unit.

The grant date fair value of stock options is determined using the Black-Scholes option-pricing model. The Black-Scholes option-pricing model requires inputs including the market price of SemiLEDs’ common stock on the date of grant, the term that the stock options are expected to be outstanding, the implied stock volatilities of several of the Company’s publicly-traded peers over the expected term of stock options, risk-free interest rate and expected dividend. Each of these inputs is subjective and generally requires significant judgment to determine. The grant date fair value of stock units is based upon the market price of SemiLEDs’ common stock on the date of the grant. This fair value is amortized to compensation expense over the vesting term. During the three and six months ended February 28, 2026 and 2025, the Company had no options granted, forfeited, or exercised. As of February 28, 2026 and 2025, the Company had no unvested stock options and the unrecognized compensation costs related to unvested stock options were nil.

Stock-based compensation expense is recorded net of estimated forfeitures such that expense is recorded only for those stock-based awards that are expected to vest. A forfeiture rate is estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from initial estimates. A forfeiture rate of zero is estimated for stock-based awards with vesting term that is less than or equal to one year from the date of grant.

A summary of the stock-based compensation expense for the three and six months ended February 28, 2026 and 2025 was as follows (in thousands):

 

 

 

Three Months Ended

 

 

Six Months Ended

 

 

 

 

February 28, 2026

 

 

February 28, 2025

 

 

February 28, 2026

 

 

February 28, 2025

 

 

Cost of revenues

 

$

12

 

 

$

8

 

 

$

 

24

 

 

$

 

16

 

 

Research and development

 

 

11

 

 

 

8

 

 

 

 

23

 

 

 

 

16

 

 

Selling, general and administrative

 

 

19

 

 

 

19

 

 

 

 

34

 

 

 

 

28

 

 

 

 

$

42

 

 

$

35

 

 

$

 

81

 

 

$

 

60

 

 

 

7. Net Loss Per Share of Common Stock

The following stock‑based compensation plan awards were excluded from the computation of diluted net loss per share of common stock for the periods presented because including them would have an antidilutive effect on the net loss per share (in thousands of shares):

 

 

 

Three Months Ended

 

 

Six Months Ended

 

 

 

February 28, 2026

 

 

February 28, 2025

 

 

February 28, 2026

 

 

February 28, 2025

 

Stock units and stock options to purchase common stock

 

 

9

 

 

 

15

 

 

 

25

 

 

28

 

 

15


8. Income Taxes

The Company’s loss before income taxes for the three and six months ended February 28, 2026 and 2025 consisted of the following (in thousands):

 

 

 

Three Months Ended

 

 

Six Months Ended

 

 

 

 

February 28, 2026

 

 

February 28, 2025

 

 

February 28, 2026

 

 

February 28, 2025

 

 

U.S. operations

 

$

(101

)

 

$

(145

)

 

$

 

(196

)

 

$

 

(283

)

 

Foreign operations

 

 

(502

)

 

 

533

 

 

 

 

(1,149

)

 

 

 

124

 

 

Loss before income taxes

 

$

(603

)

 

$

388

 

 

$

 

(1,345

)

 

$

 

(159

)

 

 

Unrecognized Tax Benefits

On December 22, 2017, the U.S. Tax Cuts and Jobs Act was adopted, which among other effects, reduced the U.S. federal corporate income tax rate to 21% from 34% (or 35% in certain cases) beginning in 2018, requires companies to pay a one-time transition tax on certain unrepatriated earnings from non-U.S. subsidiaries that is payable over eight years, makes the receipt of future non-U.S. sourced income of non-U.S. subsidiaries tax-free to U.S. companies and creates a new minimum tax on the earnings of non-U.S. subsidiaries relating to the parent’s deductions for payments to the subsidiaries. Our provisional estimate is that no tax will be due under this provision.

On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted in the U.S. The OBBBA includes significant provisions, such as the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act, modifications to the international tax framework and the restoration of favorable tax treatment for certain business provisions. The legislation has multiple effective dates, with certain provisions effective in 2025 and others implemented through 2027. The provisions of the legislation that were effective for fiscal 2026 did not have a material impact on the Company's income tax expense for the three and six months ended February 28, 2026 and 2025. The Company is currently assessing the impact of the provisions of the OBBBA that are effective in future years on its future consolidated financial statements.

As of both February 28, 2026 and August 31, 2025, the Company had no unrecognized tax benefits related to tax positions taken in prior periods. The Company files income tax returns in the United States, various U.S. states and certain foreign jurisdictions. The tax years 2020 through 2024 remain open in most jurisdictions. With few exceptions, as of February 28, 2026, the Company is no longer subject to U.S. federal, state, local, or foreign examinations by tax authorities for tax years before 2020.

9. Related Party Transactions

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.

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On January 7, 2024, the Company issued 305,343 shares of its common stock at a price of $1.31 per share to repay $400,000 of accrued interest on the loan agreement with Simplot Taiwan Inc.

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 February 9, 2024, the Company repaid $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.

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 February 28, 2025, the Company repaid $1,200,000 and $400,000 of loan principal by delivering 722,891 shares and 240,963 shares of the Company’s common stock to Simplot Taiwan Inc. and Trung Doan, respectively, based on the closing price of $1.66 per share on February 27, 2025.

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 was equal to $364,924.63. The parties agreed that the new principal balance of the Loan was $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.

As of February 28, 2026 and August 31, 2025, these loans totaled $1.2 million and $800 thousand, respectively.

10. Subsequent Events

The Company follows the guidance in FASB ASC 855-10 for the disclosure of subsequent events. The Company has analyzed its operations subsequent to February 28, 2026 to the date these unaudited condensed consolidated financial statements were issued, finding that no material subsequent events need to be disclosed.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Forward Looking Statements

This Quarterly Report on Form 10-Q, or this Quarterly Report, contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act. All statements other than statements of historical facts contained in this Quarterly Report, including statements regarding the future results of operations of SemiLEDs Corporation, or “we,” “our” or the “Company,” and financial position, strategy and plans, and our expectations for future operations, including the execution of our restructuring plan and any resulting cost savings, are forward-looking statements. Any statements contained herein that are not statements of historical facts may be deemed to be forward-looking statements. The words “believe,” “may,” “should,” “plan,” “potential,” “project,” “will,” “estimate,” “continue,” “anticipate,” “design,” “intend,” “expect” and similar expressions are intended to identify forward-looking statements. We have based these forward-looking statements largely on our current expectations and projections about future events and trends that we believe may affect our financial condition, results of operations, strategy, short-term and long-term business operations and objectives, and financial needs. These forward-looking statements are subject to a number of risks, uncertainties and assumptions, and actual results and the timing of certain events could differ materially and adversely from those anticipated or implied in the forward-looking statements as a result of many factors. These factors include, among other things:

Our cash position.
Our ability to continue or grow buy-sell revenue.
Our ability to improve our liquidity, access alternative sources of funding and obtain additional equity capital or credit when necessary for our operations, the difficulty of which may increase if our common stock is delisted from the Nasdaq Capital Market.
Our ability to regain and maintain compliance with the continued listing requirements to avoid our stock being delisted from the Nasdaq Capital Market.
The inability of our suppliers or other contract manufacturers to produce products that satisfy our requirements.
The risk that trade matters, including tariffs on goods imported from Taiwan, could impact our ability to compete cost-effectively;
Our ability to implement our cost reduction programs and to execute our restructuring plan effectively.
Our ability to improve our gross margins, reduce our net losses and restore our operations to profitability.
Our ability to successfully introduce new products that we can produce and that customers will purchase in such amounts as to be sufficiently profitable to cover the costs of developing and producing these products, as well as providing us additional net income from operations.
Our ability to effectively develop, maintain and expand our sales and distribution channels, especially in the niche LED markets, including the UV LED and architectural lighting that we focus on.
Our ability to successfully manage our operations in the face of the cyclicality, rapid technological change, rapid product obsolescence, declining average selling prices and wide fluctuations in supply and demand typically found in the LED market.
Competitive pressures from existing and new companies.
Our ability to grow our revenues from the sales of our products and to control our expenses.
Loss of any of our key personnel, or our failure to attract, assimilate and retain other highly qualified personnel.
Intellectual property infringement or misappropriation claims by third parties against us or our customers, including our distributor customers.
The failure of LEDs to achieve widespread adoption in the general lighting market, or if alternative technologies gain market acceptance.
The loss of key suppliers or contract manufacturers.
Our ability to effectively expand or upgrade our production facilities or do so in a timely or cost-effective manner.
Difficulty in managing our future growth or in responding to a need to contract operations, and the associated changes to our operations.

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Adverse macroeconomic developments in those selected markets, including India, Japan, the United States and the Netherlands, where our revenues are concentrated, including supply chain delays and the impact of inflation on customer demand.
Our ability to develop and execute upon a new strategy to exploit the China and India markets.
The reduction or elimination of government investment in LED lighting or the elimination of, or changes in, policies in certain countries that encourage the use of LEDs over some traditional lighting technologies.
Loss of customers.
Failure of our strategy of marketing and selling our products in jurisdictions with limited intellectual property enforcement regimes.
Lack of marketing and distribution success by our third-party distributors.
Our customers’ ability to produce and sell products incorporating our LED products.
Our failure to adequately prevent disclosure of trade secrets and other proprietary information.
Ineffectiveness of our disclosure controls and procedures and our internal control over financial reporting.
Our ability to profit from future joint ventures, investments, acquisitions and other strategic alliances.
Impairment of long-lived assets or investments.
Undetected defects in our products that harm our sales and reputation and adversely affect our manufacturing yields.
The availability of adequate and timely supply of electricity and water for our manufacturing facilities.
Our ability to comply with existing and future environmental laws and the cost of such compliance.
The ability of Taiwan Banadaoti Zhaoming Co., Ltd. to make dividends and other payments to SemiLEDs Corporation.
Our ability to obtain necessary regulatory approvals to make further investments in Taiwan Banadaoti Zhaoming Co., Ltd.
Catastrophic events such as fires, earthquakes, floods, tornados, tsunamis, typhoons, pandemics, wars, terrorist activities and other similar events, particularly if these events occur at or near our operations, or the operations of our suppliers, contract manufacturers and customers.
The effect of the legal system in the People’s Republic of China, or the PRC.
Labor shortages, strikes and other disturbances that affect our operations.
Deterioration in the relations between the PRC and Taiwan governments.
Fluctuations in the exchange rate among the U.S. dollar, the New Taiwan, or NT, dollar, the Japanese Yen and other currencies in which our sales, raw materials and component purchases and capital expenditures are denominated.

Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. We have not assumed any obligation to, and you should not expect us to, update or revise these statements because of new information, future events or otherwise.

For more information on the significant risks that could affect the outcome of these forward-looking statements, see Item 1A “Risk Factors” in Part I of our Annual Report on Form 10-K for the fiscal year ended August 31, 2025, or the 2025 Annual Report, and those contained in Part II, Item 1A of this Quarterly Report, and other information provided from time to time in our filings with the Securities and Exchange Commission, or the SEC.

The following discussion and analysis of our financial condition and results of operations is based upon and should be read in conjunction with the unaudited interim condensed consolidated financial statements and the notes and other information included elsewhere in this Quarterly Report, in our 2025 Annual Report, and in other filings with the SEC.

Company Overview

We develop, manufacture and sell light emitting diode (LED) chips and LED components, LED modules and systems. Our products are used for general lighting and specialty industrial applications, including ultraviolet, or UV, curing of polymers, LED light

19


therapy in medical/cosmetic applications, counterfeit detection, germicidal and viricidal devices LED lighting for horticulture applications, architectural lighting and entertainment lighting.

Utilizing our patented and proprietary technology, our manufacturing process begins by growing upon the surface of a sapphire wafer, or substrate, several very thin separate semiconductive crystalline layers of gallium nitride, or GaN, a process known as epitaxial growth, on top of which a mirror‑like reflective silver layer is then deposited. After the subsequent addition of a copper alloy layer and finally the removal of the sapphire substrate, we further process this multiple‑layered material to create individual vertical LED chips.

We package our LED chips into LED components, which we sell to distributors and a customer base that is heavily concentrated in a few select markets, including India, Japan, the United States and the Netherlands. We also sell our “Enhanced Vertical,” or EV, LED product series in blue, white, green and UV in selected markets. We sell our LED chips to packagers or to distributors, who in turn sell to packagers. Our lighting products customers are primarily original design manufacturers, or ODMs, of lighting products and the end‑users of lighting devices. We also contract other manufacturers to produce for our sale certain LED products, and for certain aspects of our product fabrication, assembly and packaging processes, based on our design and technology requirements and under our quality control specifications and final inspection process. In addition, beginning in fiscal year 2025, we have entered into number buy-sell orders for equipment that we purchased and then sold to our customer.

We have developed advanced capabilities and proprietary know-how in:

reusing sapphire substrate in subsequent production runs;
optimizing our epitaxial growth processes to create layers that efficiently convert electrical current into light;
employing a copper alloy base manufacturing technology to improve our chip’s thermal and electrical performance;
utilizing nanoscale surface engineering to improve usable light extraction;
manufacturing extremely small footprint LEDs with optimized yield, ideal for Mini LED applications;
developing a LED structure that generally consists of multiple epitaxial layers which are vertically-stacked on top of a copper alloy base;
developing low cost Chip Scaled Packaging (CSP) technology;
developing multi-pixel Mini LED packages for commercial displays; and
developing small format AI sensors having a light source and photodetector in cooperation with our Japanese partners for various applications such as dot projectors and photoplethysmogram (PPG) sensors.

These technical capabilities enable us to produce LED chips, LED components, LED modules and System products. We believe these capabilities and know-how should also allow us to reduce our manufacturing costs and our dependence on sapphire, a costly raw material used in the production of sapphire-based LED devices.

We were incorporated in the State of Delaware on January 4, 2005. We are a holding company for our wholly owned operating subsidiary, Taiwan Bandaoti Zhaoming Co., Ltd., which conducts our research, development, manufacturing, marketing and sale of LED components and employs the Company’s employees.

 

Recent Development

In the first quarter of fiscal 2026, we entered into buy-sell purchase orders pursuant to which we purchased equipment and then resold the goods to our customer. The revenue relating to these purchase orders was $1.3 million in the first quarter of fiscal 2026, and the associated cost of revenue was $1.2 million. We did not have any buy-sell purchase orders during the second quarter of fiscal 2026.

We anticipate buy-sell purchase orders in the third quarter of fiscal 2026. As a result of these purchase orders and associated uncertainty of the business, our revenue, cost of revenues, receivables, inventories and customer deposits over future quarters may vary significantly. In addition, if our shipments are delayed, revenue recognition may be delayed into future quarters. We cannot assure you when, or if, the revenue will be recognized, when payments will be received, or if we will receive further orders in the future.

Key Factors Affecting Our Financial Condition, Results of Operations and Business

The following are key factors that we believe affect our financial condition, results of operations and business:

Our ability to continue or grow with buy-sell revenue. Our recent reliance on buy-sell purchase orders of equipment has improved our gross profit, operating results and cash flows. We anticipate our buy-sell purchase orders will fluctuate from

20


period to period. However, if orders diminish or cease altogether, our gross margin, operating results, and cash flows could be adversely affected.
Our ability to raise additional debt funding, sell additional equity securities and improve our liquidity. We need to improve our liquidity, access alternative sources of funding and obtain additional equity capital or debt when necessary for our operations. However, we may not be able to obtain such debt funding or sell equity securities on terms that are favorable to us, or at all. The raising of additional debt funding by us, if required and available, would result in increased debt service obligations and could result in additional operating and financing covenants, or liens on our assets, that would restrict our operations. The sale of additional equity securities, if required and available, could result in dilution to our stockholders.
Our ability to source chips from other chip suppliers. Our reliance on our chip suppliers exposes us to a number of significant risks, including reduced control over delivery schedules, quality assurance and production costs, lack of guaranteed production capacity or product supply. If our chip suppliers are unable or unwilling to continue to supply our chips at requested quality, quantity, performance and costs, or in a timely manner, our business and reputation could be seriously harmed. Our inability to procure chips from other chip suppliers at the desired quality, quantity, performance and cost might result in unforeseen manufacturing and operations problems. In such events, our customer relationships, business, financial condition and results of operations would be adversely affected.
Industry growth and demand for products and applications using LEDs. The overall adoption of LED lighting devices to replace traditional lighting sources is expected to influence the growth and demand for LED chips and component products and impact our financial performance. We believe the potential market for LED lighting will continue to expand. LEDs for efficient generation of UV light are also starting to gain attention for various medical, germicidal and industrial applications. Since a substantial portion of our LED chips, LED components and our lighting products are used by end‑users in general lighting applications and specialty industrial applications such as UV curing, medical/cosmetic, counterfeit detection, horticulture, architectural lighting and entertainment lighting the adoption of LEDs into these applications will have a strong impact on the demand of LED chips generally and, as a result, for our LED chips, LED components and LED lighting products.
Average selling price of our products. The average selling price of our products may decline for a variety of factors, including prices charged by our competitors, the efficacy of our products, our cost basis, changes in our product mix, the size of the order and our relationship with the relevant customer, as well as general market and economic conditions. Competition in the markets for LED products is intense, and we expect that competition will continue to increase, thereby creating a highly aggressive pricing environment. For example, some of our competitors have in the past reduced their average selling prices, and the resulting competitive pricing pressures have caused us to similarly reduce our prices, accelerating the decline in our revenues and the gross margin of our products. When prices decline, we must also write down the value of our inventory. Furthermore, the average selling prices for our LED products have typically decreased over product life cycles. Therefore, our ability to continue to innovate and offer competitive products that meet our customers’ specifications and pricing requirements, such as higher efficacy LED products at lower costs, will have a material influence on our ability to improve our revenues and product margins, although in the near term the introduction of such higher performance LED products may further reduce the selling prices of our existing products or render them obsolete.
Changes in our product mix. We anticipate that our gross margins will continue to fluctuate from period to period as a result of the mix of products that we sell and the utilization of our manufacturing capacity in any given period, among other things. For example, we continue to pursue opportunities for profitable growth in areas of business where we see the best opportunity to develop as an end-to-end LED module solution supplier by providing our customers with high quality, flexible and more complete LED system solution, customer technical support and LED module/system design, as opposed to just providing customers with individual components. As a strategic plan, we have placed greater emphasis on the sales of LED components rather than the sales of LED chips where we have been forced to cut prices on older inventory. The growth of our module products and the continued commercial sales of our UV LED product are expected to improve our gross margin, operating results and cash flows. In addition, we have adjusted the lower-priced LED components strategy as appropriate. We have adopted a strategy to adjust our product mix by exiting certain high volume but low unit selling price product lines in response to the general trend of lower average selling prices for products that have been available in the market for some time. However, as we expand and diversify our product offerings and with varying average selling prices, or execute new business initiatives, a change in the mix of products that we sell in any given period may increase volatility in our revenues and gross margin from period to period.
Our ability to reduce cost to offset lower average selling prices. Competitors may reduce average selling prices faster than our ability to reduce costs, and competitive pricing pressures may accelerate the rate of decline of our average selling prices. To address increased pricing pressure, we have improved and increased our production yields to reduce the per-unit cost of production of our products. However, such cost savings currently have limited impact on our gross profit, as we currently suffer from the underutilization of manufacturing capacity and must absorb a high level of fixed costs, such as depreciation. While we intend to focus on managing our costs and expenses, over the long term we expect to be required to invest substantially in LED components product development and production equipment if we are to grow.

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Our ability to continue to innovate. As part of our growth strategy, we plan to continue to be innovative in product design, to deliver new products and to improve our manufacturing efficiencies. Our continued success depends on our ability to develop and introduce new, technologically advanced and lower cost products, such as more efficient, better performance LED components product. If we are unable to introduce new products that are commercially viable and meet rapidly evolving customer requirements or keep pace with evolving technological standards and market developments or are otherwise unable to execute our product innovation strategy effectively, we may not be able to take advantage of market opportunities as they arise, execute our business plan or be able to compete effectively. To differentiate ourselves from other LED package manufacturers, we are putting more resources towards module and system design. Along with our technical know-how in the chip and package sectors, we are able to further integrate electrical, thermal and mechanical manufacturing resources to provide customers with one-stop system services. Services include design, prototyping, OEM and ODM. Key markets that we intend to target at the system end include different types of UV LED industrial printers, aquarium lighting, medical applications, niche imaging light engines, horticultural lighting and high standard commercial lighting. The modules are designed for various printing, curing, and PCB exposure industrial equipment, providing uncompromised reliability and optical output. Our LED components include different sizes and wattage to accommodate different demands in the LED market.
General economic conditions and geographic concentration. Many countries including the United States and the European Union (the “E.U.”) members have instituted, or have announced plans to institute, government regulations and programs designed to encourage or mandate increased energy efficiency in lighting. These actions include in certain cases banning the sale after specified dates of certain forms of incandescent lighting, which are advancing the adoption of more energy efficient lighting solutions such as LEDs. When the global economy slows or a financial crisis occurs, consumer and government confidence declines, with levels of government grants and subsidies for LED adoption and consumer spending likely to be adversely impacted. Our revenues have been concentrated in a few select markets, including India, Japan, the United States and the Netherlands. Given that we are operating in a rapidly changing industry, our sales in specific markets may fluctuate from quarter to quarter. Therefore, our financial results will be impacted by general economic and political conditions in such markets. For example, the aggressive support by the Chinese government for the LED industry through significant government incentives and subsidies to encourage the use of LED lighting and to establish the LED‑sector companies has resulted in production overcapacity in the market and intense competition. Furthermore, due to Chinese package manufacturers increasing usage of domestic LED chips, prices are increasingly competitive, leading to Chinese manufacturers growing market share in the global LED industry. In addition, we have historically derived a significant portion of our revenues from a limited number of customers. Some of our largest customers and what we produce for them have changed from quarter to quarter primarily as a result of the timing of discrete, large project‑based purchases and broadening customer base, among other things. For the three and six months ended February 28, 2026, sales to our three largest customers, in the aggregate, accounted for 59% of our revenues.
Intellectual property issues. Competitors of ours and other third parties have in the past and will likely from time to time in the future allege that our products infringe on their intellectual property rights. Defending against any intellectual property infringement claims would likely result in costly litigation and ultimately may lead to our not being able to manufacture, use or sell products found to be infringing. However, other third parties may also assert infringement claims against our customers with respect to our products, or our customers’ products that incorporate our technologies or products. Any such legal action or the threat of legal action against us, or our customers, could impair such customers’ continued demand for our products. This could prevent us from growing or even maintaining our revenues, or cause us to incur additional costs and expenses, and adversely affect our financial condition and results of operations.
Cash position. Our cash and cash equivalents increased to $4.0 million as of February 28, 2026 from $2.4 million as of February 28, 2025. We have implemented actions to accelerate operating cost reductions and improve operational efficiencies. The plan is further enhanced through the fabless business model in which we implemented certain workforce reductions and are exploring the opportunities to sell certain equipment related to the manufacturing of vertical LED chips, in order to reduce the idle capacity charges and minimize our research and development activities associated with chips manufacturing operation. Based on our current financial projections and assuming our outstanding notes are converted or extended, we believe that we will have sufficient sources of liquidity to fund our operations and capital expenditure plans for the next 12 months.

Critical Accounting Policies and Estimates

We believe that the application of the following accounting policies, which are important to our financial position and results of operations, require significant judgments and estimates on the part of management. For a summary of our significant accounting policies, including the accounting policies discussed below, see Item 1 to the Unaudited Consolidated Financial Statements.

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Revenue Recognition

The Company recognizes the amount of revenue when the Company satisfies a performance obligation to which it expects to be entitled for the transfer of promised goods or services to customers. The Company obtains written purchase authorizations from its customers as evidence of an arrangement and these authorizations generally provide for a specified amount of product at a fixed price. Generally, the Company considers delivery to have occurred at the time of shipment as this is generally when title and risk of loss for the products will pass to the customer. The Company provides its customers with limited rights of return for non-conforming shipments and product warranty claims. Based on historical return percentages, which have not been material to date, and other relevant factors, the Company estimates its potential future exposure on recorded product sales, which reduces product revenues in the consolidated statements of operations and reduces accounts receivable in the consolidated balance sheets. The Company also provides standard product warranties on its products, which generally range from three months to two years. Management estimates the Company’s warranty obligations as a percentage of revenues, based on historical knowledge of warranty costs and other relevant factors. To date, the related estimated warranty provisions have been insignificant. Refer to Note 2 to the Unaudited Condensed Consolidated Financial Statements for our revenue recognition policies.

Gross Versus Net Revenue

ASC 606 provides guidance on proper recognition of principal versus agent considerations which are used to determine gross versus net revenue recognition. Under ASC 606, the core objective of the guidance on gross versus net revenue recognition is to help determine whether an entity is a principal or an agent in a transaction. In general, the primary difference between these two is the performance obligation being satisfied. The principal has a performance obligation to provide the desired goods or services to the end customer, whereas the agent arranges for the principal to provide the desired goods or services. Additionally, a fundamental characteristic of a principal in a transaction is control. A principal substantively controls the goods and services before they are transferred to the customer as well as controls the price of the good or service being provided. An agent normally receives a commission or fee for these activities. In addition to control, the level at which an entity controls the price of the good or service being transferred determines principal versus agent status. The more discretion over setting price a company has in providing the good or service, the more likely they are considered a principal rather than an agent. Under the guidance when another party is involved in providing a good or service to a customer, an entity is a principal if the entity obtains control of the asset or right to a service performed by the other party.

The Company’s revenues for the six months ended February 28, 2026 were significantly derived from buy-sell purchase orders of equipment.

Under buy-sell purchase orders, the Company purchases certain machinery and equipment (the “Goods”) from vendors and sells them to customers. Control of the Goods, including title and risk of loss, transfers to customers upon delivery at their designated seaport, and the Company has discretion in establishing prices. Accordingly, revenue from these transactions is recognized at the gross sales price.

Accounts Receivable

The allowance for doubtful accounts is based on management’s assessment of the collectability of customer accounts. Management regularly reviews the allowance by considering certain factors such as historical experience, industry data, credit quality, age of accounts receivable balances and current economic conditions that may affect a customer’s ability to pay. No bad debt expenses were recognized during the three and six months ended February 28, 2026 and 2025.

Write-down of Inventories

The Company writes down excess and obsolete inventory to its estimated net realizable value. The net realized value of inventories is the estimated selling price in the ordinary course of business less the estimated costs of completion and disposal. The estimation of net realized value is based on current market conditions and historical experience with product sales of similar nature. Changes in market conditions may have a material impact on the estimation of the net realizable value. For finished goods and work in process, if the estimated net realizable value for an inventory item, which is the estimated selling price in the ordinary course of business, less reasonably predicable costs to completion and disposal, is lower than its cost, the specific inventory item is written down to its estimated net realizable value. Net realizable value for raw materials is based on replacement cost. Provisions for inventory write downs are included in cost of revenues in the consolidated statements of operations. Once written down, inventories are carried at this lower cost basis until sold or scrapped. Inventory write‑downs to estimated net realizable values were $126 thousand and $50 thousand for the three months ended February 28, 2026 and 2025, respectively.

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Exchange Rate Information

We are a Delaware corporation and, under SEC requirements, must report our financial position, results of operations and cash flows in accordance with accounting principles generally accepted in the United States of America, or U.S. GAAP. At the same time, our subsidiaries use the local currency as their functional currency. For example, the functional currency for Taiwan Bandaoti Zhaoming Co., Ltd. is the NT dollar. The assets and liabilities of the subsidiaries are, therefore, translated into U.S. dollars at exchange rates in effect at each balance sheet date, and income and expense accounts are translated at average exchange rates during the period. The resulting translation adjustments are recorded to a separate component of accumulated other comprehensive income (loss) within equity. Any gains and losses from transactions denominated in currencies other than their functional currencies are recognized in the consolidated statements of operations as a separate component of other income (expense). Due to exchange rate fluctuations, such translated amounts may vary from quarter to quarter even in circumstances where such amounts have not materially changed when denominated in their functional currencies.

The translations from NT dollars to U.S. dollars were made at the exchange rates set forth in the statistical release of the Bank of Taiwan. On February 28, 2026, the exchange rate was 31.23 NT dollars to one U.S. dollar. On April 6, 2026, the exchange rate was 31.52 NT dollars to one U.S. dollar.

No representation is made that the NT dollar or U.S. dollar amounts referred to herein could have been or could be converted into U.S. dollars or NT dollars, as the case may be, at any particular rate or at all.

Results of Operations

Three Months Ended February 28, 2026 Compared to the Three Months Ended February 28, 2025

 

 

 

Three Months Ended

 

 

 

 

 

 

 

 

 

 

 

February 28, 2026

 

 

 

February 28, 2025

 

 

 

 

 

 

 

 

 

 

 

 

 

 

% of

 

 

 

 

 

 

% of

 

 

 

Change

 

 

Change

 

 

 

 

$

 

 

Revenues

 

 

 

$

 

 

Revenues

 

 

 

$

 

 

%

 

 

 

(in thousands)

 

 

LED chips

 

$

26

 

 

 

2

 

%

 

$

29

 

 

 

 

%

 

$

(3

)

 

 

(10

)

%

LED components

 

 

423

 

 

 

40

 

%

 

 

682

 

 

 

6

 

%

 

 

(259

)

 

 

(38

)

%

Lighting products

 

 

69

 

 

 

7

 

%

 

 

58

 

 

 

1

 

%

 

 

11

 

 

 

19

 

%

Other revenues (1)

 

 

546

 

 

 

51

 

%

 

 

10,103

 

 

 

93

 

%

 

 

(9,557

)

 

 

(95

)

%

Total revenues, net

 

 

1,064

 

 

 

100

 

%

 

 

10,872

 

 

 

100

 

%

 

 

(9,808

)

 

 

(90

)

%

Cost of revenues

 

 

1,058

 

 

 

99

 

%

 

 

9,869

 

 

 

91

 

%

 

 

(8,811

)

 

 

(89

)

%

Gross profit

 

$

6

 

 

 

1

 

%

 

$

1,003

 

 

 

9

 

%

 

$

(997

)

 

 

(99

)

%

____________________

(1) Other revenues for the three months ended February 28, 2026 primarily include revenues attributable to the sale of epitaxial wafers, scraps and raw materials and the provision of services and a joint development project with CrayoNano AS, and other revenues for the three months ended February 28, 2025 primarily represent revenues attributable to buy-sell purchase orders of equipment.

Revenues, net

Our revenues decreased by 90% from $10.9 million for the three months ended February 28, 2025 to $1.1 million for the three months ended February 28, 2026. The decrease in revenues was driven almost entirely by the $10.0 million decrease in sales of other revenues as a result of the absence of any buy-sell purchase orders of equipment in the three months ended February 28, 2026.

Revenues attributable to the sales of our LED chips were $26 thousand and $29 thousand of our revenues for the three months ended February 28, 2026 and 2025, respectively. The decrease in sales of LED chips was primarily due to varying volumes sold for the LED chips.

Revenues attributable to the sales of our LED components were $423 thousand and $682 thousand for the three months ended February 28, 2026 and 2025, respectively. The decrease in sales of LED components was primarily due to varying volumes sold for the LED components.

Revenues attributable to the sales of our lighting products were $69 thousand and $58 thousand for the three months ended February 28, 2026 and 2025, respectively. The increase in sales of lighting products was primarily due to varying volumes sold for lighting products.

24


Revenues attributable to our other revenues were $546 thousand and $10.1 million of our revenues for the three months ended February 28, 2026 and 2025, respectively. The decrease in other revenues was primarily due to absence of buy-sell purchase orders of equipment in the three months ended February 28, 2026.

Cost of Revenues

Our cost of revenues decreased by 89% from $10 million for the three months ended February 28, 2025 to $1.1 million for the three months ended February 28, 2026. The decrease in cost of revenues was due to the absence of cost of equipment relating to buy-sell purchase orders of equipment.

Gross Profit

Our gross profit represented 1% and 9% of our revenues for the three months ended February 28, 2026 and 2025, respectively. The decrease in gross margin for the three months ended February 28, 2026 was primarily due to the absence of buy-sell purchase orders of equipment.

Operating Expenses

 

 

 

Three Months Ended

 

 

 

 

 

 

 

 

 

 

 

February 28, 2026

 

 

 

February 28, 2025

 

 

 

 

 

 

 

 

 

 

 

 

 

 

% of

 

 

 

 

 

 

% of

 

 

 

Change

 

 

Change

 

 

 

 

$

 

 

Revenues

 

 

 

$

 

 

Revenues

 

 

 

$

 

 

%

 

 

 

 

(in thousands)

 

 

Research and development

 

$

276

 

 

 

26

 

%

 

$

279

 

 

$

2

 

%

 

$

(3

)

 

 

(1

)

%

Selling, general and administrative

 

 

575

 

 

 

54

 

%

 

 

614

 

 

 

6

 

%

 

 

(39

)

 

 

(6

)

%

Total operating expenses

 

$

851

 

 

 

80

 

%

 

$

893

 

 

 

8

 

%

 

$

(42

)

 

 

(5

)

%

Research and development

Our research and development expenses decreased from $279 thousand for the three months ended February 28, 2025 to $276 thousand for the three months ended February 28, 2026. The decrease was primarily due to a $55 thousand increase in payroll expense offset by a $60 thousand decrease in materials and supplies used in research and development.

Selling, general and administrative

Our selling, general and administrative expenses decreased from $614 thousand for the three months ended February 28, 2025 to $575 thousand for the three months ended February 28, 2026. The decrease was mainly attributable to a $37 thousand decrease in shipping expense, a $27 thousand decrease in payroll expense and a $23 thousand decrease in professional service expense, partially offset by a $31 thousand increase in utilities expense and a $31 thousand increase in travel expense.

Other Income

 

 

 

Three Months Ended

 

 

 

 

February 28, 2026

 

 

 

February 28, 2025

 

 

 

 

 

 

 

% of

 

 

 

 

 

 

% of

 

 

 

 

$

 

 

Revenues

 

 

 

$

 

 

Revenues

 

 

 

 

(in thousands)

 

 

Investment loss from unconsolidated entities

 

$

(6

)

 

 

(1

)

%

 

 

(10

)

 

 

 

%

Interest expenses, net

 

 

(22

)

 

 

(2

)

 

 

 

(42

)

 

 

 

%

Other income, net

 

 

275

 

 

 

26

 

%

 

 

265

 

 

 

2

 

%

Foreign currency transaction (loss) gain, net

 

 

(5

)

 

 

 

%

 

 

65

 

 

 

1

 

%

Total other income, net

 

$

242

 

 

 

23

 

%

 

$

278

 

 

 

3

 

%

 

25


Investment loss from unconsolidated entities Investment loss from unconsolidated entities decreased from $10 thousand for the three months ended February 28, 2025 to $6 thousand for the three months ended February 28, 2026, primarily due to the increase in the fair value of equity method investments.

Interest expenses, net Interest expenses, net, which primarily consisted of accrued interest payments on loans with our Chairman and Chief Executive Officer and our largest shareholder, decreased from $42 thousand for the three months ended February 28, 2025 to $22 thousand for the three months ended February 28, 2026. The decrease in interest expense, net was primarily due to the repayment of $1.6 million of loan principal in fiscal year 2025.

Other income, net Other income, net increased from $265 thousand for the three months ended February 28, 2025 to $275 thousand for the three months ended February 28, 2026, primarily due to increased rental income.

Foreign currency transaction (loss) gain, net We recognized a net foreign currency transaction loss of $5 thousand and a net foreign currency transaction gain of $65 thousand for the three months ended February 28, 2026 and 2025, respectively, primarily due to the impact of fluctuations in the exchange rate of the U.S. dollar against the NT dollar from bank deposits and accounts receivable.

Income Tax Expense

Our effective tax rate is expected to be approximately zero for both fiscal year 2026 and 2025, since Taiwan Bandaoti Zhaoming Co., Ltd. incurred losses, and because we provided a full valuation allowance on all deferred tax assets, which consisted primarily of net operating loss carryforwards and foreign investment loss.

Six Months Ended February 28, 2026 Compared to the Six Months Ended February 28, 2025

 

 

 

Six Months Ended

 

 

 

 

 

 

 

 

 

 

 

February 28, 2026

 

 

 

February 28, 2025

 

 

 

 

 

 

 

 

 

 

 

 

 

 

% of

 

 

 

 

 

 

% of

 

 

 

Change

 

 

Change

 

 

 

 

$

 

 

Revenues

 

 

 

$

 

 

Revenues

 

 

 

$

 

 

%

 

 

 

(in thousands)

 

 

LED chips

 

$

31

 

 

 

1

 

%

 

$

94

 

 

 

1

 

%

 

$

(63

)

 

 

(67

)

%

LED components

 

 

1,115

 

 

 

31

 

%

 

 

1,243

 

 

 

11

 

%

 

 

(128

)

 

 

(10

)

%

Lighting products

 

 

116

 

 

 

3

 

%

 

 

117

 

 

 

1

 

%

 

 

(1

)

 

 

(1

)

%

Other revenues (1)

 

 

2,371

 

 

 

65

 

%

 

 

10,679

 

 

 

88

 

%

 

 

(8,308

)

 

 

(78

)

%

Total revenues, net

 

 

3,633

 

 

 

100

 

%

 

 

12,133

 

 

 

101

 

%

 

 

(8,500

)

 

 

(70

)

%

Cost of revenues

 

 

3,609

 

 

 

99

 

%

 

 

10,870

 

 

 

90

 

%

 

 

(7,261

)

 

 

(67

)

%

Gross profit

 

$

24

 

 

 

1

 

%

 

$

1,263

 

 

 

11

 

%

 

$

(1,239

)

 

 

(98

)

%

____________________

(1) Other revenues for the six months ended February 28, 2026 and 2025 primarily represent revenues attributable to buy-sell purchase orders of equipment.

Revenues, net

Our revenues decreased by 70% from $12.1 million for the six months ended February 28, 2025 to $3.6 million for the six months ended February 28, 2026. The decrease in revenues was driven almost entirely by the $8.7 million decrease in sales of other revenues as a result of a reduction in buy-sell purchase orders of equipment.

Revenues attributable to the sales of our LED chips were $31 thousand and $94 thousand of our revenues for the six months ended February 28, 2026 and 2025, respectively. The decrease in sales of LED chips was primarily due to varying volumes sold for the LED chips.

Revenues attributable to the sales of our LED components were $1.1 million and $1.2 million for the six months ended February 28, 2026 and 2025, respectively. The decrease in sales of LED components was primarily due to varying volumes sold for the LED components.

26


Revenues attributable to the sales of our lighting products were $116 thousand and $117 thousand for the six months ended February 28, 2026 and 2025, respectively. The decrease in sales of lighting products was primarily due to varying volumes sold for lighting products.

Revenues attributable to our other revenues were $2.4 million and $10.7 million of our revenues for the six months ended February 28, 2026 and 2025, respectively. The decrease in other revenues was primarily due to a reduction in buy-sell purchase orders of equipment.

Cost of Revenues

Our cost of revenues decreased by 67% from $10.9 million for the six months ended February 28, 2025 to $3.6 million for the six months ended February 28, 2026. The decrease in cost of revenues was due to a reduction in the cost of equipment relating to buy-sell purchase orders of equipment.

Gross Profit

Our gross profit represented 1% and 11% of our revenues for the six months ended February 28, 2026 and 2025, respectively. The decrease in gross margin for the six months ended February 28, 2026 was primarily due to a reduction in revenue relating to buy-sell purchase orders of equipment.

Operating Expenses

 

 

 

Six Months Ended

 

 

 

 

 

 

 

 

 

 

 

February 28, 2026

 

 

 

February 28, 2025

 

 

 

 

 

 

 

 

 

 

 

 

 

 

% of

 

 

 

 

 

 

% of

 

 

 

Change

 

 

Change

 

 

 

 

$

 

 

Revenues

 

 

 

$

 

 

Revenues

 

 

 

$

 

 

%

 

 

 

 

(in thousands)

 

 

Research and development

 

$

632

 

 

 

17

 

%

 

$

500

 

 

 

4

 

%

 

$

132

 

 

 

26

 

%

Selling, general and administrative

 

 

1,278

 

 

 

34

 

%

 

 

1,310

 

 

 

11

 

%

 

 

(32

)

 

 

(2

)

%

Gain on disposals of long-lived assets, net

 

 

(30

)

 

 

(1

)

%

 

 

 

 

 

 

%

 

 

(30

)

 

 

 

%

Total operating expenses

 

$

1,880

 

 

 

52

 

%

 

$

1,810

 

 

 

15

 

%

 

$

70

 

 

 

4

 

%

Research and development

Our research and development expenses increased from $500 thousand for the three months ended February 28, 2025 to $632 thousand for the six months ended February 28, 2026. The increase was primarily due to a $131 thousand increase in payroll expense.

Selling, general and administrative

Our selling, general and administrative expenses decreased from $1.3 million for the six months ended February 28, 2025 to $1.3 million for the three months ended February 28, 2026. The decrease was mainly attributable to a $75 thousand decrease in payroll expense and a $37 thousand decrease in professional service expense, partially offset by a $40 thousand increase in utilities expense, a $12 thousand increase in travel expense and a $8 thousand increase in depreciation expense.

Gain on disposal of long-lived assets, net

We recognized a net gain of $30 thousand and zero on the disposal of long-lived assets for the six months ended February 28, 2026 and 2025, respectively. Due to the excess capacity charges that we have suffered for the last few years, and considering the risk of technological obsolescence and according to the production plan built based on our sales forecast, we disposed of certain of our idle equipment.

27


Other Income

 

 

 

Six Months Ended

 

 

 

 

February 28, 2026

 

 

 

February 28, 2025

 

 

 

 

 

 

 

% of

 

 

 

 

 

 

% of

 

 

 

 

$

 

 

Revenues

 

 

 

$

 

 

Revenues

 

 

 

 

(in thousands)

 

 

Investment loss from unconsolidated entities

 

$

(15

)

 

 

 

%

 

$

(13

)

 

 

 

%

Interest expenses, net

 

 

(34

)

 

 

 

%

 

 

(109

)

 

 

 

%

Other income, net

 

 

544

 

 

 

15

 

%

 

 

547

 

 

 

5

 

%

Foreign currency transaction gain (loss), net

 

 

16

 

 

 

 

%

 

 

(37

)

 

 

 

%

Total other income, net

 

$

511

 

 

 

14

 

%

 

$

388

 

 

 

5

 

%

Investment loss from unconsolidated entities Investment loss from unconsolidated entities increased from $13 thousand for the three months ended February 28, 2025 to $15 thousand for the six months ended February 28, 2026, primarily due to the decrease in the fair value of equity method investments.

Interest expenses, net Interest expenses, net, which primarily consisted of accrued interest payments on loans with our Chairman and Chief Executive Officer and our largest shareholder, decreased from $109 thousand for six months ended February 28, 2025 to $34 thousand for six months ended February 28, 2026. The decrease in interest expense, net was primarily due to the repayment of $1.6 million of loan principal in fiscal year 2025.

Other income, net Other income, net decreased from $547 thousand for three months ended February 28, 2025 to $544 thousand for six months ended February 28, 2026, primarily due to reduced rental income.

Foreign currency transaction gain (loss), net We recognized a net foreign currency transaction gain of $16 thousand and a net foreign currency transaction loss of $37 thousand for three months ended February 28, 2026 and 2025, respectively, primarily due to the impact of fluctuations in the exchange rate of the U.S. dollar against the NT dollar from bank deposits and accounts receivable.

Income Tax Expense

Our effective tax rate is expected to be approximately zero for both fiscal year 2026 and 2025, since Taiwan Bandaoti Zhaoming Co., Ltd. incurred losses, and because we provided a full valuation allowance on all deferred tax assets, which consisted primarily of net operating loss carryforwards and foreign investment loss.

Liquidity and Capital Resources

This section includes a discussion and analysis of our cash requirements, contingencies, sources and uses of cash, operations, working capital and long-term assets and liabilities.

Contingencies

We have several operating leases with third parties, primarily for land, plant and office spaces in Taiwan, including cancellable and noncancelable leases that expire at various dates between August 2026 and December 2040. See Note 5, "Commitments and Contingencies" in the notes to our unaudited consolidated financial statements in this Form 10-Q.

Sources and Uses of Cash

As of February 28, 2026 and August 31, 2025, we had cash and cash equivalents of $4.0 million and $2.6 million, respectively, which were predominately held in U.S. dollar denominated demand deposits and/or money market funds. We require cash to fund our operating expenses, working capital requirements and service our debts, including principal and interest.

As of April 6, 2026, we had no available credit facility.

Long-term assets and liabilities

Our long-term assets consist primarily of property, plant and equipment, intangible assets, operating lease assets and investments in unconsolidated entities. Our manufacturing rationalization plans have included efforts to utilize our existing manufacturing assets and supply arrangements more efficiently. We believe that near-term access to additional manufacturing capacity, should it be required,

28


could be readily obtained on reasonable terms through manufacturing agreements with third parties. We will continue to look for opportunities to make strategic manufacturing in the future for additional capacity.

Our long-term liabilities consist primarily long-term debt and operating lease liabilities.

Our long-term debt, which consisted of NT dollar denominated long-term notes and loans from our Chairman and our largest shareholder, totaled $1.5 million and $1.7 million as of February 28, 2026 and August 31, 2025, respectively.

Our NT dollar denominated long-term notes totaled $658 thousand and $908 thousand as of February 28, 2026 and August 31, 2025, respectively. These long-term notes consist of two loans which we entered into on July 5, 2019, with aggregate amounts of $3.2 million (NT$100 million). The first loan originally for $2.0 million (NT$62 million) has an annual floating interest rate equal to the NTD base lending rate plus 0.64% (or 2.415% currently), and was exclusively used to repay the existing loans. The second loan originally for $1.2 million (NT$38 million) has an annual floating interest rate equal to the NTD base lending rate plus 1.02% (or 2.795% currently) and is available for operating capital. These loans are secured by an $80 thousand (NT$2.5 million) security deposit and a first priority security interest on the Company’s headquarters building.

Starting from May 2021, the first note payable requires monthly payments of principal in the amount of $25 thousand plus interest over the 74-month term of the note with final payment to occur in July 2027 and, as of February 28, 2026, our outstanding balance on this note payable was approximately $408 thousand.
Starting from May 2021, the second note payable requires monthly payments of principal in the amount of $15 thousand plus interest over the 74-month term of the note with final payment to occur in July 2027 and, as of February 28, 2026, our outstanding balance on this note payable was approximately $250 thousand.

Property, plant and equipment pledged as collateral for our notes payable were $1.5 million and $1.7 million as of February 28, 2026 and August 31, 2025, respectively.

On January 8, 2019, we entered into secured loan agreements with Trung Doan, our Chairman and Chief Executive Officer and J.R. Simplot Company, our 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 our 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, we 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 us and Simplot Taiwan Inc., permitted us to repay any principal amount or accrued interest, in an amount not to exceed $400,000, by issuing shares of our 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 our 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 January 7, 2024, we issued 305,343 shares of our common stock at a price of $1.31 per share to repay $400,000 of accrued interest on the loan agreement with Simplot Taiwan Inc.

On February 9, 2024, we entered into the Fifth Amendment to the Loan Agreement with Trung Doan. The Fifth Amendment to the Loan Agreement with Trung Doan (i) amended the Loan Agreement to permit us to repay up to $800,000 of principal under the Loan Agreement by issuing shares of the our common stock and (ii) elected to prepay $800,000 of loan principal by delivering 629,921 shares of the our 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 February 9, 2024, we repaid $800,000 of loan principal by delivering 629,921 shares of our common stock to Mr. Doan, based on the closing price of $1.27 per share on February 8, 2024.

29


On July 3, 2024, we 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 us, upon the mutual agreement of us and Trung Doan, to repay a portion of the principal amount or accrued interest under the Loan Agreement, by issuing shares of our common stock to Trung Doan as partial repayment of the Loan Agreement at a price per share equal to the closing price of our 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, we 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, we 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 us and Simplot Taiwan Inc., permits us to repay any principal amount or accrued interest, in an amount not to exceed $1,200,000, by issuing shares of our common stock to Simplot Taiwan Inc. as partial repayment of the Loan Agreement at a price per share equal to the closing price of our common stock immediately preceding the business day of the payment notice date.

On February 28, 2025, we repaid $1,200,000 and $400,000 of loan principal by delivering 722,891 shares and 240,963 shares of our common stock to Simplot Taiwan Inc. and Trung Doan, respectively, based on the closing price of $1.66 per share on February 27, 2025.

On January 15, 2026, we 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 was equal to $364,924.63. The parties agreed that the new principal balance of the Loan was $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.

As of February 28, 2026 and August 31, 2025, these loans totaled $1.2 million and $800 thousand, respectively.

Working Capital

We have incurred significant losses since inception, including net loss attributable to SemiLEDs stockholders of $603 thousand and net income attributable to SemiLEDs stockholders of $388 thousand during the three months ended February 28, 2026 and 2025, respectively. Net cash provided by operating activities for the six months ended February 28, 2026 was $1.6 million. As of February 28, 2026, we had cash and cash equivalents of $4.0 million. We have undertaken actions to decrease losses incurred and implemented cost reduction programs in an effort to transform the Company into a profitable operation. In addition, we are planning to issue additional equity to our stockholders.

We estimate that our cash requirements to service debt and contractual obligations in fiscal 2026 is approximately $2.0 million, which we expect to fund through the issuance of additional equity to repay principal and accrued interest and through loan extensions. Based on our current financial projections and assuming the successful implementation of our liquidity plans, we believe that we will have sufficient sources of liquidity to fund our operations and capital expenditure plans for the next 12 months and beyond. The remaining loans with each of our Chairman and Chief Executive Officer and our largest shareholder are expected to be extended upon maturity or repaid with equity. However, there can be no assurances that our planned activities will be successful in raising additional capital, reducing losses and preserving cash. If we are not able to generate positive cash flows from operations, we may need to consider alternative financing sources and seek additional funds through public or private equity financings or from other sources, or refinance

30


our indebtedness, to support our working capital requirements or for other purposes. There can be no assurance that additional debt or equity financing will be available to us or that, if available, such financing will be available on terms favorable to us.

We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial conditions, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to our common stock.

Cash Flows

The following summary of our cash flows for the periods indicated has been derived from our unaudited interim condensed consolidated financial statements, which are included elsewhere in this Quarterly Report (in thousands):

 

 

 

Six Months Ended

 

 

 

February 28, 2026

 

 

February 28, 2025

 

Net cash provided by operating activities

 

$

1,564

 

 

$

1,247

 

Net cash used in investing activities

 

$

(16

)

 

$

(258

)

Net cash used in financing activities

 

$

(230

)

 

$

(351

)

Cash Flows Provided by Operating Activities

Net cash provided by operating activities for the six months ended February 28, 2026 and 2025 was $1.6 million and $1.2 million, respectively. The increase in cash flows provided by operating activities was primary attributable to a $9.7 million decrease of inventory, a $1.7 million decrease of accounts receivables, a $192 thousand decrease of prepaid expenses and other current assets and a $132 thousand increase of inventory write downs, partially offset by a $7.2 million decrease of accrued expenses, a $3.1 million decrease of accounts payable and a $1.2 million increase in net loss.

Cash Flows Used in Investing Activities

Net cash used in investing activities for the six months ended February 28, 2026 and 2025 was $16 thousand and $258 thousand, respectively, primarily for the purchases of property, plant and equipment during each period.

Cash Flows Used in Financing Activities

Net cash used in financing activities for the six months ended February 28, 2026 and 2025 was $230 thousand and $351 thousand, respectively. The decrease in cash flows used in financing activities was primarily due to the acquisition of noncontrolling interest of $130 thousand during the six months ended February 28, 2025.

Capital Expenditures

We had capital expenditures of $44 thousand and $238 thousand for the six months ended February 28, 2026 and 2025, respectively. Our capital expenditures consisted primarily of the purchases of machinery and equipment, construction in progress, prepayments for our manufacturing facilities and prepayments for equipment purchases. We expect to continue investing in capital expenditures in the future as we expand our business operations and invest in such expansion of our production capacity as we deem appropriate under market conditions and customer demand. However, in response to controlling capital costs and maintaining financial flexibility, our management continues to monitor prices and, consistent with its existing contractual commitments, may decrease its activity level and capital expenditures as appropriate.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Not applicable.

Item 4. Controls and Procedures

Evaluation of disclosure controls and procedures

Our management, with the participation of our chief executive officer, or CEO, and our chief financial officer, or CFO, has evaluated the effectiveness of our disclosure controls and procedures as defined in Rules 13a‑15(e) and 15d‑15(e) under the Exchange Act as of February 28, 2026. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired

31


control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs.

Based upon the aforementioned evaluation, our CEO and CFO have concluded that, as of February 28, 2026, our disclosure controls and procedures are designed at a reasonable assurance level and are effective to provide reasonable assurance that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the SEC rules and forms, and that such information is accumulated and communicated to our management, including our CEO and CFO, as appropriate to allow timely decisions regarding required disclosure.

Changes in internal control over financial reporting

There were no changes in our internal control over financial reporting that occurred during the quarter ended February 28, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

32


PART II — OTHER INFORMATION

Due to the complex technology required to compete successfully in the LED industry, participants in our industry are often engaged in significant intellectual property licensing arrangements, negotiations, disputes and litigation. We are directly or indirectly involved from time to time and may be named in various other claims or legal proceedings arising in the ordinary course of our business or otherwise.

There were no material pending legal proceedings or claims as of February 28, 2026.

Item 1A. Risk Factors

There have been no material changes from the risk factors previously disclosed in Part I, Item 1A, Risk Factors, of our 2025 Annual Report, other than as described below:

We may fail to qualify for continued listing on Nasdaq which could make it more difficult for investors to sell their shares.

Our common stock is listed on the Nasdaq Capital Market. To maintain that listing, we must satisfy the continued listing requirements of Nasdaq for continued listing on the Nasdaq Capital Market, including among other things, a minimum stockholders’ equity of $2.5 million and a minimum bid price for our common stock of $1.00 per share.

On January 30, 2026, we received a notice from Nasdaq indicating that we did not meet the minimum of $2.5 million in stockholders’ equity required by Nasdaq Listing Rule 5550(b)(1) for continued listing or the alternatives of market value of listed securities or net income from continuing operations. Pursuant to the Nasdaq listing rule, we submitted a plan to Nasdaq. Nasdaq accepted our plan, and we were granted an extension of up to 180 calendar days from January 30, 2026 to evidence compliance.

There can be no assurance that we will be able to regain and maintain compliance with Nasdaq’s continued listing requirements or that our common stock will not be delisted from Nasdaq.

If our common stock is delisted by Nasdaq, we expect prices for our common stock to be quoted on one of the OTC Markets or the OTC Bulletin Board. Under such circumstances, stockholders may find it more difficult to sell, or to obtain accurate quotations, for our common stock, and our common stock would become substantially less attractive to certain purchasers such as financial institutions, hedge funds and other similar investors. There is no assurance, however, that prices of our common stock would be quoted on one of these other trading systems or that an active trading market for our common stock would thereafter exist, which would materially and adversely impact the market value of our common stock.

We may be required to delay the recognition of revenues if the shipment of equipment purchased on buy-sell orders is delayed.

In the first quarter of fiscal 2026, we entered into buy-sell purchase orders pursuant to which we purchased equipment and then resold the goods to our customer. The revenue relating to these purchase orders was $1.3 million, and the associated cost of revenue was $1.2 million. We did not have any buy-sell purchase orders during the second quarter of fiscal 2026.

We anticipate buy-sell purchase orders in the third quarter of fiscal 2026. As a result of these purchase orders and associated uncertainty of the business, our revenue, cost of revenues, receivables, inventories and customer deposits over future quarters may vary significantly. In addition, if our shipments are delayed, revenue recognition may be delayed into future quarters. We cannot assure you when, or if, the revenue will be recognized, when payments will be received, or if we will receive further orders in the future.

Trade matters, including tariffs, may impact our ability to compete cost-effectively.

33


Our operations are subject to complex trade and customs laws, regulations, and tax requirements. The countries in which our products are sold may impose duties, tariffs, or other restrictions from time to time on our sales or adversely change existing restrictions. For example, the United States has recently imposed substantial tariffs on goods imported from many countries, including a 15% tariff on goods imported from Taiwan. In fiscal year 2025, 1.6 percent of our products, by dollar value, were sold into the United States. The current political landscape, including with respect to the United States’ foreign policy priorities and relations with trading partners, has introduced greater uncertainty with respect to future tax and trade policy. We are unable to determine the impact that changes in tax and trade policy could have on our sales into the United States or other countries, but it could be material.

Item 2. Unregistered Sales of Equity Securities, Use of Proceeds and Issuer Purchases of Equity Securities

None.

Repurchases

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

During the three months ended February 28, 2026, no director or officer of the Company adopted, modified or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

Item 6. Exhibits

 

Exhibit No.

Description

 

 

 

10.1

 

Seventh Amendment to Loan Agreement dated January 15, 2026 between SemiLEDs Corporation and Simplot Taiwan Inc. (incorporated by reference from Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on January 16, 2026)

 

 

 

10.2

 

Eighth Amendment to Loan Agreement dated January 15, 2026 between SemiLEDs Corporation and Trung Doan (incorporated by reference from Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on January 16, 2026)

31.1

Certification of Chief Executive Officer Pursuant to Exchange Act Rule 13a-14(a)/15d-14(a) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 

31.2

Certification of Chief Financial Officer Pursuant to Exchange Act Rule 13a-14(a)/15d-14(a) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 

32.1

Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 

32.2

Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 

   101.INS

Inline XBRL Instance Document

 

    101.SCH

Inline XBRL Taxonomy Extension Schema Document

 

    101.CAL

Inline XBRL Taxonomy Extension Calculation Linkbase Document

 

    101.DEF

Inline XBRL Taxonomy Extension Definition Linkbase Document

 

    101.LAB

Inline XBRL Taxonomy Extension Label Linkbase Document

 

    101.PRE

Inline XBRL Taxonomy Extension Presentation Linkbase Document

34


 

104

 

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

35


SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.

SEMILEDS CORPORATION

(Registrant)

Dated:

April 14, 2026

By:

/s/ Christopher Lee

Name:

Christopher Lee

Title:

Chief Financial Officer

(Principal Financial Officer and Principal Accounting Officer)

 

36


EX-31.1 2 leds-ex31_1.htm EX-31.1 EX-31.1

 

Exhibit 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

PURSUANT TO EXCHANGE ACT RULE 13a-14(a)/15d-14(a)

AS ADOPTED PURSUANT TO SECTION 302

OF THE SARBANES-OXLEY ACT OF 2002

I, Trung Tri Doan, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of SemiLEDs Corporation (the “Registrant”);

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;

4. The Registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the Registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonable likely to materially affect, the Registrant’s internal control over financial reporting; and

5. The Registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of the Registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting.

Dated:

April 14, 2026

/s/ Trung Tri Doan

Name: Trung Tri Doan

Title: Chairman and Chief Executive Officer

 


EX-31.2 3 leds-ex31_2.htm EX-31.2 EX-31.2

Exhibit 31.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER

PURSUANT TO EXCHANGE ACT RULE 13a-14(a)/15d-14(a)

AS ADOPTED PURSUANT TO SECTION 302

OF THE SARBANES-OXLEY ACT OF 2002

I, Christopher Lee, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of SemiLEDs Corporation (the “Registrant”);

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;

4. The Registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the Registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonable likely to materially affect, the Registrant’s internal control over financial reporting; and

5. The Registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of the Registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting.

Dated:

April 14, 2026

/s/ Christopher Lee

Name: Christopher Lee

Title: Chief Financial Officer

 


EX-32.1 4 leds-ex32_1.htm EX-32.1 EX-32.1

Exhibit 32.1

CERTIFICATION

PURSUANT TO 18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the accompanying Quarterly Report of SemiLEDs Corporation (the “Registrant”) on Form 10-Q for the quarter ended February 28, 2026, as filed with the Securities and Exchange Commission as of the date hereof (the “Report”), I, Trung Tri Doan, Chairman and Chief Executive Officer of the Registrant, hereby certify pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002 that:

(1) the Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant.

Dated:

April 14, 2026

/s/ Trung Tri Doan

Name: Trung Tri Doan

Title: Chairman and Chief Executive Officer

 


EX-32.2 5 leds-ex32_2.htm EX-32.2 EX-32.2

Exhibit 32.2

CERTIFICATION

PURSUANT TO 18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the accompanying Quarterly Report of SemiLEDs Corporation (the “Registrant”) on Form 10-Q for the quarter ended February 28, 2026, as filed with the Securities and Exchange Commission as of the date hereof (the “Report”), I, Christopher Lee, Chief Financial Officer of the Registrant, hereby certify pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002 that:

(1) the Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant.

Dated:

April 14, 2026

/s/ Christopher Lee

Name: Christopher Lee

Title: Chief Financial Officer

 


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Minority Interest Policy [Text Block] Noncontrolling Interests Cost of Sales [Member] Cost of revenues Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] Stock-based Compensation Ownership [Domain] Ownership Current Fiscal Year End Date Current Fiscal Year End Date Payments to Noncontrolling Interests Acquisition of noncontrolling interests Investments in and Advance to Affiliates, Subsidiaries, Associates, and Joint Ventures Investments in unconsolidated entities Total investments in unconsolidated entities Document Quarterly Report Document Quarterly Report Stock Issued During Period, Value, Conversion of Convertible Securities Conversion of convertible notes payable to common stock Investment, Name [Domain] Investment, Name Comprehensive Income (Loss), Net of Tax, Attributable to Parent Comprehensive (loss) income attributable to SemiLEDs stockholders Common Stock, Capital Shares Reserved for Future Issuance Common stock available for future issuance (in shares) Geographical [Axis] Geographical Payments for Operating Activities [Abstract] Cash Paid for amounts Included In Measurement of Liabilities: Summary of the stock-based compensation expense Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Table Text Block] Other Comprehensive Income (Loss), Net of Tax [Abstract] Other comprehensive loss, net of tax: Share-Based Compensation Arrangement by Share-Based Payment Award, Number of Additional Shares Authorized Additional number of shares authorized for issuance Other Assets, Noncurrent Other assets Antidilutive Securities [Axis] Antidilutive Securities Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Rights, Percentage Vesting percentage Basis of Presentation and Significant Accounting Policies [Text Block] Summary of Significant Accounting Policies Other Machinery and Equipment [Member] Other equipment Related Party Transaction [Axis] AOCI Attributable to Parent [Member] Accumulated Other Comprehensive Income Customer [Domain] Customer Finite-Lived Intangible Assets, Major Class Name [Domain] Finite-Lived Intangible Assets, Major Class Name Trung Doan. Trung Doan [Member] Trung Doan Selling, General and Administrative Expense Selling, general and administrative Selling, General and Administrative Expense, Total Debt Instrument, Maturity Date Debt instrument , maturity date Employees. Employees [Member] Employees Minimum [Member] Minimum Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value Grant-date fair value (in dollars per share) Assets, Current [Abstract] CURRENT ASSETS: Disclosure of accounting policy for reporting when there is a substantial doubt about an entity's ability to continue as a going concern for a reasonable period of time (generally a year from the balance sheet date). Disclose: (a) pertinent conditions and events giving rise to the assessment of substantial doubt about the entity's ability to continue as a going concern for a reasonable period of time, (b) the possible effects of such conditions and events, (c) management's evaluation of the significance of those conditions and events and any mitigating factors, (d) possible discontinuance of operations, (e) management's plans (including relevant prospective financial information), and (f) information about the recoverability or classification of recorded asset amounts or the amounts or classification of liabilities. If management's plans alleviate the substantial doubt about the entity's ability to continue as a going concern, disclosure of the principal conditions and events that initially raised the substantial doubt about the entity's ability to continue as a going concern would be expected to be considered. Disclose whether operations for the current or prior years generated sufficient cash to cover current obligations, whether waivers were obtained from creditors relating to the company's default under the provisions of debt agreements and possible effects of such conditions and events, such as: whether there is a possible need to obtain additional financing (debt or equity) or to liquidate certain holdings to offset future cash flow deficiencies. Disclose appropriate parent company information when parent is dependent upon remittances from subsidiaries to satisfy its obligations. Going Concern Policy Policy [Text Block] Going Concern The entire disclosure for equity investment, or group of investments, for which combined disclosure is appropriate, including: (a) the name of each investee and percentage of ownership of common stock, (b) accounting policies for investments in common stock, (c) difference between the amount at which the investment is carried and the amount of underlying equity in net assets and the accounting treatment of the difference, (d) the total fair value of each identified investment for which a market value is available, (e) summarized information as to assets, liabilities, and results of operations of the investees (for investments in unconsolidated subsidiaries, common stock of joint ventures, or other investments using the equity method), and (f) material effects of possible conversions, exercises, or contingent issuances of the investee. Other disclosures include (a) the names of any investee in which the investor owns 20 percent or more of the voting stock and investment is not accounted for using the equity method, and the reasons why not, and (b) the names of any investee in which the investor owns less than 20 percent of the voting stock and the investment is accounted for using the equity method, and the reasons why it is. It also includes certain corporate joint ventures are partially owned by the reporting entity or its wholly-owned subsidiaries, and certain noncontrolled corporations where reporting entities can exercise significant influence over the operating and financial policies of joint ventures. Such investments are accounted for under the equity and cost method of accounting. Equity And Cost Method Investments Disclosure [Text Block] Investments in Unconsolidated Entities Disclosure of accounting policy for significant risks and uncertainties. Significant Risks And Uncertainties Policy [Text Block] Certain Significant Risks and Uncertainties Represents the number of wholly owned subsidiaries of the entity as on balance sheet date. Number Of Wholly Owned Subsidiaries Number of wholly owned subsidiaries Liabilities, Current [Abstract] CURRENT LIABILITIES: Related Party Transactions [Abstract] Shares, Outstanding BALANCE (in shares) BALANCE (in shares) Accounts Receivable, after Allowance for Credit Loss, Current Accounts Receivable, after Allowance for Credit Loss, Current, Total Accounts receivable (including related parties), net of allowance for doubtful accounts of $177 and $180 as of February 28, 2026 and August 31, 2025, respectively Income taxes. Income Taxes [Table] Income Taxes [Table] Restricted Cash and Cash Equivalent Restricted cash and cash equivalents Restricted Cash and Cash Equivalents, Total Restricted Cash Equivalent, Current Restricted Cash Equivalents, Current Commitments and Contingencies Commitments and contingencies (Note 5) Operating Lease, Liability Present value of future minimum lease payments Total Inventory, Work in Process, Net of Reserves Work in process Simplot Taiwan Inc Simplot Taiwan Inc [Member] Simplot Taiwan Inc [Member] Concentration Risk Benchmark [Axis] Concentration Risk Benchmark Stock-based compensation expense Allocated Share Based Compensation Expense Reverse Allocated share based compensation expense (reverse). Capital Expenditures Incurred but Not yet Paid Accrual related to property, plant and equipment Income (loss) before income taxes Net (loss) income Net (loss) income Net loss Weighted Average Number of Shares Outstanding, Basic Basic Weighted Average Number of Shares Outstanding, Basic, Total Non-Rule 10b5-1 Arr Modified Flag Non-Rule 10b5-1 Arr Modified Flag. Non-Rule 10b5-1 Arrangement Modified Long-Lived Tangible Asset [Domain] Long-Lived Tangible Asset Subsequent Events [Text Block] Subsequent Events Inventory, Raw Materials, Net of Reserves Raw materials Related Party Transactions Disclosure [Text Block] Related Party Transactions APIC, Share-Based Payment Arrangement, Increase for Cost Recognition Stock-based compensation APIC, Share-Based Payment Arrangement, Increase for Cost Recognition, Total Equity, Attributable to Parent Equity, Attributable to Parent, Ending Balance Equity, Attributable to Parent, Beginning Balance Total shareholders' equity Basis of Accounting, Policy [Policy Text Block] Basis of Presentation Statement of Stockholders' Equity [Abstract] Tabular disclosure of the components of cash and cash equivalents by location. Schedule Of Cash Cash Equivalents By Location Table [Text Block] Schedule of cash and cash equivalents by location Equity Method Investments Equity method investments, net Use of Estimates, Policy [Policy Text Block] Use of Estimates Share-Based Payment Arrangement, Forfeiture Method [Fixed List] Share-based Compensation, Forfeiture Method [Fixed List] Leasehold Improvements [Member] Leasehold improvements Gain (Loss), Foreign Currency Transaction, before Tax Foreign Currency Transaction Gain (Loss), before Tax, Total Foreign currency transaction (loss) gain, net Entity Address, Address Line Two Entity Address, Address Line Two Taiwan, New Dollars New Taiwan Dollars UNITED STATES United States Noncontrolling Interest [Member] Non-Controlling Interests Represents the percentage of estimated future forfeiture rate for stock-based awards. Share Based Compensation Arrangement By Share Based Payment Award Estimated Forfeiture Rate Estimated forfeiture rate (as a percent) Entity Incorporation, Date of Incorporation Date of entity incorporation Schedule of accrued expenses and other current liabilities Schedule of Accrued Liabilities [Table Text Block] Debt Instrument, Name [Domain] Debt Instrument, Name Noncash Investing and Financing Items [Abstract] NONCASH INVESTING AND FINANCING ACTIVITIES: Income (Loss) from Equity Method Investments Investment income (loss) from unconsolidated entities Investment loss from unconsolidated entities Entity [Domain] Entity Equity method investment, Percentage Ownership Equity Method Investment, Ownership Percentage Schedule of Investments [Line Items] Investments in unconsolidated entities Debt Instrument, Repaid, Principal Repayment of loan principal Related and Nonrelated Parties [Axis] Related Party Accounting Standards Update [Extensible Enumeration] Entity Address, City or Town Entity Address, City or Town Cash, FDIC Insured Amount Cash, FDIC insured amount Security Exchange Name Security Exchange Name Property, Plant and Equipment, Gross Total property, plant and equipment Property, Plant and Equipment, Gross, Total Property, Plant and Equipment, Gross, Beginning Balance Property, Plant and Equipment, Gross, Ending Balance Income (Loss) from Continuing Operations before Income Taxes, Noncontrolling Interest Income (loss) before income taxes (Loss) income before income taxes Concentration Risk Type [Domain] Concentration Risk Type Antidilutive Securities, Name [Domain] Antidilutive Securities, Name Debt Instrument, Increase, Accrued Interest Inventory, Net Total Inventories, net Cash, Cash Equivalent, Restricted Cash, and Restricted Cash Equivalent, Continuing Operation CASH AND CASH EQUIVALENTS AND RESTRICTED CASH—End of period CASH AND CASH EQUIVALENTS AND RESTRICTED CASH—Beginning of period Cash, Cash Equivalents, Restricted Cash, and Restricted Cash Equivalents, Total Interest Paid, Excluding Capitalized Interest, Operating Activity Cash paid for interest Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Table] Schedule Of Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Table] Statistical Measurement [Domain] Statistical Measurement Assets, Current Total current assets Document Period End Date Document Period End Date Title and Position [Axis] Title of Individual Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Gain (Loss) Arising During Period, Net of Tax Foreign currency translation adjustments, net of tax of $0 for all periods presented Other comprehensive income (loss) Gain (Loss) on Disposition of Property Plant Equipment Gain on disposals of long-lived assets, net Gain (Loss) on Disposition of Property Plant Equipment, Total Acquired Finite-Lived Intangible Assets, Weighted Average Useful Life Weighted Average Amortization Period (Years) Statement of Financial Position [Abstract] Restricted Stock Units (RSUs) [Member] Restricted Stock Units (RSUs) Interest rate on promissory notes payable Interest rate on promissory notes payable. Interest Rate On Promissory Notes Payable Revenue Recognition Revenue [Policy Text Block] Tax Cuts And Jobs Act Of2017 One Time Transition Tax Payable Period On Unrepatriated Earnings Of Foreign Subsidiaries Tax cuts and jobs act of 2017, one-time transition tax payable period on unrepatriated earnings of foreign subsidiaries. One-time transition tax payable period on certain unrepatriated earnings from non-U.S. subsidiaries Antidilutive Security, Excluded EPS Calculation [Table] Schedule Of Antidilutive Securities Excluded From Computation Of Earnings Per Share [Table] Amendment of the 2010 Plan to extend the term Two Thousand Ten Plan Term Extension Two thousand ten plan term extension. Customer Deposits Current Liabilities Customer Deposits Current Liabilities Customer deposits Liabilities Total liabilities Majority Shareholder [Member] J.R. Simplot Company Tabular disclosure of the components of property, plant and equipment. Schedule Of Property Plant And Equipment Components Table [Text Block] Schedule of property, plant and equipment All Currencies [Domain] All Currencies Comprehensive Income (Loss), Net of Tax, Including Portion Attributable to Noncontrolling Interest [Abstract] Comprehensive income (loss): Schedule of balance sheet information related to Leases. Schedule Of Balance Sheet Information Related To Leases Table [Text Block] Schedule of balance sheet information related to leases Lessee, Operating Lease, Liability, to be Paid, Year Two 2028 Stock issued during period, value, to repay loan. Stock Issued During Period, Value, To Repay Loan Issuance of common stock to repay long-term loan Finite-Lived Intangible Assets, Gross Gross Carrying Amount Finite-Lived Intangible Assets, Gross, Total Represents the number of share-based compensation plans approved by the board of directors and stockholders of the entity. Share Based Compensation Arrangement By Share Based Payment Award Number Of Plans Number of share-based compensation plans Weighted Average Number of Shares Outstanding, Diluted Diluted Weighted Average Number of Shares Outstanding, Diluted, Total Entity File Number Entity File Number Conversion of convertible notes principal and interest shares issued. Conversion of Convertible Notes Principal and Interest Shares Issued Shares issued on conversion of convertible notes principal and interest Cover [Abstract] Prepaid Expense and Other Assets, Current Prepaid expenses and other current assets Balance Sheet Components Supplemental Balance Sheet Disclosures [Text Block] Revenue Benchmark [Member] Net Revenues Share-Based Compensation Arrangement by Share-Based Payment Award, Number of Shares Authorized Shares of common stock reserved for issuance Payments for Placement of Refundable Deposits Payments for placement of refundable deposits. Placement of refundable deposits Noncontrolling Interest [Line Items] Minority Interest [Line Items] Tabular disclosure about the operations of the business organization. Business Organization [Table] Business Organization [Table] Total Finite-Lived Intangible Assets, Net Intangible assets, net Finite-Lived Intangible Assets, Net, Beginning Balance Finite-Lived Intangible Assets, Net, Ending Balance Debt Instrument, Convertible, Conversion Price Debt instrument, convertible conversion price Operating Lease, Expense Operating lease expenses, net Few Select Markets, Including The United States, Japan, Taiwan and Netherlands [Member] Few Select Markets, Including The United States, Japan, Taiwan and Netherlands. Few Select Markets, including the United States, Japan, Taiwan and Netherlands Schedule of Investments [Table] Schedule Of Investments [Table] New Accounting Pronouncements, Policy [Policy Text Block] Recent Accounting Pronouncements Lessee, Operating Lease, Liability, to be Paid, Maturity [Table Text Block] Schedule of aggregate future noncancelable minimum rental payments for the operating leases Equity Securities without Readily Determinable Fair Value, Impairment Loss, Annual Amount Impairment loss on investment Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] Stock Issued During Period, Shares, Conversion of Convertible Securities Stock issued during period, upon conversion of unsecured convertible promissory notes, shares Conversion of convertible notes payable to common stock (in shares) Ownership [Axis] Ownership Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Period Vesting period Income (Loss) from Continuing Operations before Income Taxes, Domestic U.S. operations Common Stock, Shares, Outstanding, Beginning Balance Common Stock, Shares, Outstanding Common stock, shares outstanding Common Stock, Shares, Outstanding, Ending Balance Operating Lease, Liability, Current Operating lease liabilities, current Operating lease liabilities, current portion Depreciation, Depletion and Amortization Depreciation and amortization Depreciation, Depletion and Amortization, Total Document Transition Report Document Transition Report Operating Expenses Total operating expenses Research and Development Expense Research and development Research and Development Expense, Total Cost of Revenue Cost of revenues Cost of Revenue, Total Comprehensive Income (Loss), Net of Tax, Including Portion Attributable to Noncontrolling Interest Comprehensive (loss) income Statement of Cash Flows [Abstract] Stock Issued During Period, Value, New Issues Common stock issued during period, value Finite-Lived Intangible Assets [Line Items] Finite Lived Intangible Assets [Line Items] Earnings Per Share [Text Block] Net Loss Per Share of Common Stock Revenue Recognition [Abstract] Revenues Recognition Net income (loss) attributable to SemiLEDs stockholders Inventory Write-down Provisions for inventory write-downs Inventory write-downs Increase (Decrease) in Inventories Inventories Increase (Decrease) in Inventories, Total Operating Lease, Cost Lease expense related to noncancelable operating leases Purchase Obligation Purchase commitments for inventory, property, plant and equipment Purchase Obligation, Total Operating Lease, Payments Operating cash flows from operating leases Assets [Abstract] ASSETS Construction in Progress [Member] Construction in progress Increase (Decrease) in Prepaid Expense and Other Assets Prepaid expenses and other assets Document Fiscal Year Focus Document Fiscal Year Focus Debt Conversion, Converted Instrument, Shares Issued Shares delivered for repayment of loan principal Concentration Risk Benchmark [Domain] Concentration Risk Benchmark Cash Provided by (Used in) Investing Activity, Including Discontinued Operation [Abstract] CASH FLOWS FROM INVESTING ACTIVITIES: Accounts Payable, Current Accounts payable Accounts Payable, Current, Total Cancellable and noncancellable operating lease expiration. Cancellable And Noncancellable Operating Lease Expiration Cancellable and noncancellable operating lease expiration Cancellable and noncancellable operating lease expiration Schedule of Income before Income Tax, Domestic and Foreign [Table Text Block] Schedule of income (loss) before income taxes Unconsolidated entities. Unconsolidated Entities [Member] Unconsolidated Entities Research and Development Expense [Member] Research and development Noncontrolling Interest, Decrease from Redemptions or Purchase of Interests Change ownership in SBDI Change ownership in SBDI Debt Conversion, Converted Instrument, Amount Amount of unsecured convertible promissory notes converted Unsecured convertible promissory notes principal amount. Unsecured Convertible Promissory Notes Principal Amount Principal amount of unsecured convertible promissory notes Other Liabilities, Total Other Liabilities Related party loan repayment amount Commitments and Contingencies Disclosure [Abstract] Lessee, Operating Lease, Liability, to be Paid, Year One 2027 Purchase Obligations Purchase Obligation [Abstract] Purchase Obligations Debt Instrument [Axis] Debt Instrument Share-Based Payment Arrangement [Abstract] Accounts Payable, Related Party [Extensible Enumeration] Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table. Business Organization [Line Items] Business Concentration Risk, Percentage Concentration risk (as a percent) Revenues Revenues, net Revenues, Total Intellectual Property [Member] Patents and trademarks Debt Instrument Unpaid Interest Debt instrument unpaid interest. Debt instrument unpaid interest Cash Provided by (Used in) Investing Activity, Including Discontinued Operation Net cash used in investing activities Title of 12(b) Security Title of 12(b) Security Entity Address, Address Line Three Entity Address, Address Line Three Related and Nonrelated Parties [Domain] Related Party Income Tax Disclosure [Text Block] Income Taxes Lessee, Operating Lease, Liability, to be Paid, Remainder of Fiscal Year Remainder of 2026 Legal Entity [Axis] Legal Entity Adjustment to Reconcile Net Income to Cash Provided by (Used in) Operating Activity, Increase (Decrease) in Operating Capital [Abstract] Changes in : Income Tax Disclosure [Abstract] Accrued Liabilities and Other Liabilities [Abstract] Unrecognized Tax Benefits Unrecognized tax benefits Unrecognized Tax Benefits, Beginning Balance Unrecognized Tax Benefits, Ending Balance Additional Paid-in Capital [Member] Additional Paid-in Capital Represents the minimum period of the standard product warranty liability. Standard Product Warranty Period Minimum Minimum warranty period Statement of Income Location, Balance [Axis] Income Statement Location Trading Symbol Trading Symbol Intangible Asset, Finite-Lived [Table] Schedule Of Finite Lived Intangible Assets [Table] Tax year remain open Open Tax Year Related Party Transaction [Table] Schedule Of Related Party Transactions By Related Party [Table] Stock issued during period, shares, to repay loan. Stock Issued During Period, Shares, To Repay Loan Issuance of common stock to repay long-term loan (in shares) Director [Member] Directors Schedule of Finite-Lived Intangible Assets [Table Text Block] Schedule of intangible assets Accrued compensation and benefits Employee-related Liabilities, Current Employee-related Liabilities, Current, Total Buy-Sell Purchase Orders of Equipment [Member] Buy-sell purchase orders of equipment. Buy-Sell Purchase Orders of Equipment TAIWAN Taiwan Cash Provided by (Used in) Financing Activity, Including Discontinued Operation [Abstract] CASH FLOWS FROM FINANCING ACTIVITIES: Lessee, Operating Lease, Liability, to be Paid Total future minimum lease payments, undiscounted Lessee, Operating Lease, Liability, Undiscounted Excess Amount Less: Imputed interest Equity Components [Axis] Equity Components Other payable to related parties Accounts Payable, Total Accounts Payable Nonoperating Income (Expense) Total other income, net Equity Component [Domain] Equity Component Top ten customers. Top Ten Customers [Member] Top Ten Customers Machinery and equipment Machinery and Equipment [Member] Customer [Axis] Customer Building and Building Improvements [Member] Buildings and improvements Statement of Comprehensive Income [Abstract] Maximum [Member] Maximum Statistical Measurement [Axis] Statistical Measurement Time Deposits, At or Above Central Deposit Insurance Corporation (C D I C) Insurance Limit Time deposits, at or above Central Deposit Insurance Corporation (CDIC) insurance limit. Cash in excess of CDIC insured amount Finite-Lived Intangible Assets, Accumulated Amortization Accumulated Amortization Common Stock, Value, Issued Common stock value Common stock, $0.0000056 par value - 15,000 shares authorized; 8,258 shares issued and outstanding as of February 28, 2026 and August 31, 2025 Other Currency [Member] Other Currencies Consolidation, Policy [Policy Text Block] Principles of Consolidation Equity, Including Portion Attributable to Noncontrolling Interest BALANCE BALANCE Total shareholders' equity Time Deposits, at or Above FDIC Insurance Limit Cash in excess of FDIC insured limits Comprehensive Income (Loss), Net of Tax, Attributable to Noncontrolling Interest Comprehensive Income (Loss), Net of Tax, Attributable to Noncontrolling Interest, Total Comprehensive (loss) income attributable to noncontrolling interests Stock-based compensation (in shares) Adjustments To Additional Paid In Capital Sharebased Compensation Requisite Service Period Recognition Shares Value Adjustments to additional paid in capital sharebased compensation requisite service period recognition shares value. Finite-Lived Intangible Assets by Major Class [Axis] Finite-Lived Intangible Assets by Major Class Related Party Transaction [Line Items] Related Party Transaction [Line Items] Entity Registrant Name Entity Registrant Name Customer Concentration Risk [Member] Customer Concentration Other Nonoperating Income (Expense) Other income, net Other Nonoperating Income (Expense), Total Subsequent Events [Abstract] Income Tax Expense (Benefit) Income tax expense Income Tax Expense (Benefit), Total Chairman and Chief Executive Officer and Largest Shareholder. Chairman And Chief Executive Officer And Largest Shareholder [Member] Holders Subsidiary, Ownership Percentage, Noncontrolling Owner Noncontrolling interest (as percentage) Rule 10b5-1 Arr Modified Flag Rule 10b5-1 Arr Modified Flag. 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Disclosure of accounting policy for concentration of supply risk. Concentration Of Supply Risk Policy [Text Block] Concentration of Supply Risk Income Statement [Abstract] Selling, General and Administrative Expenses [Member] Selling, general and administrative Stock Issued During Period, Shares, New Issues Common stock issued during period, shares Earnings Per Share, Diluted Diluted Earnings Per Share, Diluted, Total Title and Position [Domain] Title of Individual City Area Code City Area Code Share-Based Compensation Arrangement by Share-Based Payment Award, Expiration Date Plan expiration date Debt Instrument, Face Amount Aggregate amount of loan Operating Lease, Weighted Average Remaining Lease Term Operating leases Proceeds from Equity Method Investment, Distribution Dividend received from unconsolidated entities Property, Plant and Equipment, Net Property, plant and equipment, net Property, plant and equipment, net Operating Income (Loss) Income (loss) from operations Loss from operations Losses from operations Losses from operations (Loss) income from operations Retained Earnings [Member] Accumulated Deficit Entity Address, Country Entity Address, Country Share-Based Payment Arrangement, Noncash Expense Stock-based compensation expense Share-Based Payment Arrangement, Noncash Expense, Total Disclosure Text Block Supplement [Abstract] Operating Lease, Weighted Average Discount Rate, Percent Operating leases Operating Lease, Liability, Noncurrent Operating lease liabilities, less current portion Operating lease liabilities, less current portion Cash Provided by (Used in) Financing Activity, Including Discontinued Operation Net cash used in financing activities Lease, Cost [Table Text Block] Schedule of lease expenses and related cash flows Change in Accounting Principle, Accounting Standards Update, Adopted [true false] Developed Technology Rights [Member] Acquired technology Nonoperating Income (Expense) [Abstract] Other income (expenses): Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share [Table Text Block] Schedule of stock-based compensation plan awards were excluded from the computation of diluted net loss per share of common stock Entity Interactive Data Current Entity Interactive Data Current Statement of Income Location, Balance [Domain] Income Statement Location Cash Provided by (Used in) Operating Activity, Including Discontinued Operation [Abstract] CASH FLOWS FROM OPERATING ACTIVITIES: A tabular presentation of the information summarizing investments in unconsolidated entities. Schedule Of Investments In Unconsolidated Entities Table [Text Block] Schedule of ownership interest and carrying amounts of investments in unconsolidated entities Entity Tax Identification Number Entity Tax Identification Number Effect of Exchange Rate on Cash, Cash Equivalent, Restricted Cash, and Restricted Cash Equivalent, Continuing Operation Effect of exchange rate changes on cash and cash equivalents and restricted cash Local Phone Number Local Phone Number Related Party Transaction [Domain] Investments in Unconsolidated Entities Investments In Unconsolidated Entities Disclosure [Abstract] Weighted Average Number of Shares Outstanding, Diluted [Abstract] Shares used in computing net (loss) income per share attributable to SemiLEDs stockholders: Accounting Policies [Abstract] Yi Yang Optoelectronics Co., Ltd Yi Yang Optoelectronics Co., Ltd. Yi Yang Optoelectronics Co., Ltd [Member] Other (individually less than 5% of total accrued expenses and other current liabilities) Other Sundry Liabilities, Current Lessee, Operating Lease, Liability, to be Paid, Year Four 2030 Accrued Professional Fees, Current Accrued professional service fees Entity Emerging Growth Company Entity Emerging Growth Company XML 8 R1.htm IDEA: XBRL DOCUMENT v3.26.1
Document and Entity Information - shares
6 Months Ended
Feb. 28, 2026
Apr. 06, 2026
Cover [Abstract]    
Entity Registrant Name SemiLEDs Corp  
Entity Central Index Key 0001333822  
Trading Symbol LEDS  
Document Type 10-Q  
Document Period End Date Feb. 28, 2026  
Amendment Flag false  
Current Fiscal Year End Date --08-31  
Entity Filer Category Non-accelerated Filer  
Entity Small Business true  
Entity Shell Company false  
Entity Emerging Growth Company false  
Entity Common Stock, Shares Outstanding   8,257,653
Document Fiscal Year Focus 2026  
Document Fiscal Period Focus Q2  
Entity Current Reporting Status Yes  
Entity Address, Address Line One 3F, No. 11 Ke Jung Rd  
Entity Address, Address Line Two Chu-Nan Site  
Entity Address, City or Town Miao-Li County  
Entity Address, Address Line Three Hsinchu Science Park, Chu-Nan 350  
Entity Address, Country TW  
Entity Address, Postal Zip Code 350  
City Area Code +886  
Local Phone Number 37-586788  
Title of 12(b) Security Common Stock, par value $0.0000056  
Security Exchange Name NASDAQ  
Entity Incorporation, State or Country Code DE  
Entity File Number 001-34992  
Entity Tax Identification Number 20-2735523  
Document Quarterly Report true  
Document Transition Report false  
Entity Interactive Data Current Yes  
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Unaudited Condensed Consolidated Balance Sheets - USD ($)
$ in Thousands
Feb. 28, 2026
Aug. 31, 2025
CURRENT ASSETS:    
Cash and cash equivalents $ 3,978 $ 2,593
Accounts receivable (including related parties), net of allowance for doubtful accounts of $177 and $180 as of February 28, 2026 and August 31, 2025, respectively 1,649 3,588
Inventories, net 4,885 4,776
Prepaid expenses and other current assets 1,937 345
Total current assets 12,449 11,302
Property, plant and equipment, net 2,353 2,713
Operating lease right of use assets 1,047 1,141
Intangible assets, net 110 100
Investments in unconsolidated entities 49 65
Other assets 252 272
TOTAL ASSETS 16,260 15,593
CURRENT LIABILITIES:    
Current installments of long-term debt 1,265 1,274
Accounts payable 2,157 5,027
Accrued expenses and other current liabilities 8,924 3,776
Other payable to related parties $ 1,170 $ 1,161
Accounts Payable, Related Party [Extensible Enumeration] us-gaap:RelatedPartyMember us-gaap:RelatedPartyMember
Operating lease liabilities, current portion $ 127 $ 145
Total current liabilities 13,643 11,383
Long-term debt, excluding current installments 193 434
Operating lease liabilities, less current portion 920 996
Total liabilities 14,756 12,813
Commitments and contingencies (Note 5)
SHAREHOLDERS' EQUITY:    
Common stock, $0.0000056 par value - 15,000 shares authorized; 8,258 shares issued and outstanding as of February 28, 2026 and August 31, 2025
Additional paid-in capital 189,020 188,939
Accumulated other comprehensive income 3,640 3,652
Accumulated deficit (191,156) (189,811)
Total shareholders' equity 1,504 2,780
TOTAL LIABILITIES AND EQUITY $ 16,260 $ 15,593
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Unaudited Condensed Consolidated Balance Sheets (Parenthetical) - USD ($)
$ in Thousands
Feb. 28, 2026
Aug. 31, 2025
Statement of Financial Position [Abstract]    
Allowance for doubtful accounts $ 177 $ 180
Common stock, par value (in dollars per share) $ 0.0000056 $ 0.0000056
Common stock, shares authorized 15,000,000 15,000,000
Common stock, shares issued 8,258,000 8,258,000
Common stock, shares outstanding 8,258,000 8,258,000
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Unaudited Condensed Consolidated Statements of Operations - USD ($)
shares in Thousands, $ in Thousands
3 Months Ended 6 Months Ended
Feb. 28, 2026
Feb. 28, 2025
Feb. 28, 2026
Feb. 28, 2025
Income Statement [Abstract]        
Revenues, net $ 1,064 $ 10,872 $ 3,633 $ 12,133
Cost of revenues 1,058 9,869 3,609 10,870
Gross profit 6 1,003 24 1,263
Operating expenses:        
Research and development 276 279 632 500
Selling, general and administrative 575 614 1,278 1,310
Gain on disposals of long-lived assets, net   0 (30) 0
Total operating expenses 851 893 1,880 1,810
(Loss) income from operations (845) 110 (1,856) (547)
Other income (expenses):        
Investment loss from unconsolidated entities (6) (10) (15) (13)
Interest expenses, net (22) (42) (34) (109)
Other income, net 275 265 544 547
Foreign currency transaction (loss) gain, net (5) 65 16 (37)
Total other income, net 242 278 511 388
(Loss) income before income taxes (603) 388 (1,345) (159)
Net (loss) income $ (603) $ 388 $ (1,345) $ (159)
Net (loss) income per share attributable to SemiLEDs stockholders:        
Basic $ (0.07) $ 0.05 $ (0.16) $ (0.02)
Diluted $ (0.07) $ 0.05 $ (0.16) $ (0.02)
Shares used in computing net (loss) income per share attributable to SemiLEDs stockholders:        
Basic 8,255 7,222 8,241 7,217
Diluted 8,255 7,222 8,241 7,217
XML 12 R5.htm IDEA: XBRL DOCUMENT v3.26.1
Unaudited Condensed Consolidated Statements of Comprehensive (Loss) Income - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Feb. 28, 2026
Feb. 28, 2025
Feb. 28, 2026
Feb. 28, 2025
Statement of Comprehensive Income [Abstract]        
Net (loss) income $ (603) $ 388 $ (1,345) $ (159)
Other comprehensive loss, net of tax:        
Foreign currency translation adjustments, net of tax of $0 for all periods presented (4) (8) (12) (23)
Comprehensive (loss) income (607) 380 (1,357) (182)
Comprehensive (loss) income attributable to noncontrolling interests     (1)
Comprehensive (loss) income attributable to SemiLEDs stockholders $ (607) $ 380 $ (1,357) $ (181)
XML 13 R6.htm IDEA: XBRL DOCUMENT v3.26.1
Unaudited Condensed Consolidated Statements of Comprehensive Income (Loss) (Parenthetical) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Feb. 28, 2026
Feb. 28, 2025
Feb. 28, 2026
Feb. 28, 2025
Statement of Comprehensive Income [Abstract]        
Foreign currency translation adjustments tax $ 0 $ 0 $ 0 $ 0
XML 14 R7.htm IDEA: XBRL DOCUMENT v3.26.1
Unaudited Condensed Consolidated Statements of Changes in Equity - USD ($)
shares in Thousands, $ in Thousands
Total
Common Stock
Common Stock To Be Issued
Additional Paid-in Capital
Accumulated Other Comprehensive Income
Accumulated Deficit
Total SemiLEDs Shareholders' Equity
Non-Controlling Interests
BALANCE at Aug. 31, 2024 $ 2,249     $ 187,337 $ 3,545 $ (188,681) $ 2,201 $ 48
BALANCE (in shares) at Aug. 31, 2024   7,212            
Stock-based compensation 25     25     25  
Stock-based compensation (in shares)     13          
Change ownership in SBDI (132)     (85)     (85) (47)
Comprehensive income (loss):                
Other comprehensive income (loss) (15)       (14)   (14) (1)
Net (loss) income (547)         (547) (547)  
BALANCE at Nov. 30, 2024 1,580     187,277 3,531 (189,228) 1,580  
BALANCE (in shares) at Nov. 30, 2024   7,212 13          
BALANCE at Aug. 31, 2024 2,249     187,337 3,545 (188,681) 2,201 $ 48
BALANCE (in shares) at Aug. 31, 2024   7,212            
Comprehensive income (loss):                
Other comprehensive income (loss) (23)              
Net (loss) income (159)              
BALANCE at Feb. 28, 2025 3,595     188,913 3,522 (188,840) 3,595  
BALANCE (in shares) at Feb. 28, 2025   8,201            
BALANCE at Nov. 30, 2024 1,580     187,277 3,531 (189,228) 1,580  
BALANCE (in shares) at Nov. 30, 2024   7,212 13          
Stock-based compensation 35     35     35  
Stock-based compensation (in shares)   25 (13)          
Issuance of common stock to repay long-term loan 1,600     1,600     1,600  
Issuance of common stock to repay long-term loan (in shares)   964            
Comprehensive income (loss):                
Other comprehensive income (loss) (8)     1 (9)   (8)  
Net (loss) income 388         388 388  
BALANCE at Feb. 28, 2025 3,595     188,913 3,522 (188,840) 3,595  
BALANCE (in shares) at Feb. 28, 2025   8,201            
BALANCE at Aug. 31, 2025 2,780     188,939 3,652 (189,811) 2,780  
BALANCE (in shares) at Aug. 31, 2025   8,226            
Stock-based compensation 39     39     39  
Stock-based compensation (in shares)     12          
Comprehensive income (loss):                
Other comprehensive income (loss) (8)       (8)   (8)  
Net (loss) income (742)         (742) (742)  
BALANCE at Nov. 30, 2025 2,069     188,978 3,644 (190,553) 2,069  
BALANCE (in shares) at Nov. 30, 2025   8,226 12          
BALANCE at Aug. 31, 2025 2,780     188,939 3,652 (189,811) 2,780  
BALANCE (in shares) at Aug. 31, 2025   8,226            
Comprehensive income (loss):                
Other comprehensive income (loss) (12)              
Net (loss) income (1,345)              
BALANCE at Feb. 28, 2026 1,504     189,020 3,640 (191,156) 1,504  
BALANCE (in shares) at Feb. 28, 2026   8,258            
BALANCE at Nov. 30, 2025 2,069     188,978 3,644 (190,553) 2,069  
BALANCE (in shares) at Nov. 30, 2025   8,226 12          
Stock-based compensation 42     42     42  
Stock-based compensation (in shares)   32 (12)          
Comprehensive income (loss):                
Other comprehensive income (loss) (4)       (4)   (4)  
Net (loss) income (603)         (603) (603)  
BALANCE at Feb. 28, 2026 $ 1,504     $ 189,020 $ 3,640 $ (191,156) $ 1,504  
BALANCE (in shares) at Feb. 28, 2026   8,258            
XML 15 R8.htm IDEA: XBRL DOCUMENT v3.26.1
Unaudited Condensed Consolidated Statements of Cash Flows - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended 12 Months Ended
Feb. 28, 2026
Nov. 30, 2025
Feb. 28, 2025
Nov. 30, 2024
Feb. 28, 2026
Feb. 28, 2025
Aug. 31, 2025
Aug. 31, 2024
CASH FLOWS FROM OPERATING ACTIVITIES:                
Net loss $ (603) $ (742) $ 388 $ (547) $ (1,345) $ (159)    
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:                
Depreciation and amortization         355 312    
Stock-based compensation expense         81 60    
Provisions for inventory write-downs 126   50   278 146    
Gain on disposals of long-lived assets, net     0   (30) 0    
Investment loss from unconsolidated entities         15 13    
Changes in :                
Accounts receivable         1,850 131    
Inventories         (480) (10,197)    
Prepaid expenses and other assets         (1,571) (1,764)    
Accounts payable         (2,793) 304    
Accrued expenses and other current liabilities         5,204 12,401    
Net cash provided by operating activities         1,564 1,247 $ 2,200 $ (361)
CASH FLOWS FROM INVESTING ACTIVITIES:                
Purchases of property, plant and equipment         (44) (238)    
Proceeds from sales of property, plant and equipment         30 0    
Placement of refundable deposits         0 (1)    
Payments for development of intangible assets         (2) (19)    
Net cash used in investing activities         (16) (258)    
CASH FLOWS FROM FINANCING ACTIVITIES:                
Repayments of long-term debt         (230) (221)    
Acquisition of noncontrolling interests         0 (130)    
Net cash used in financing activities         (230) (351)    
Effect of exchange rate changes on cash and cash equivalents and restricted cash         63 70    
NET INCREASE IN CASH AND CASH EQUIVALENTS AND RESTRICTED CASH         1,381 708    
CASH AND CASH EQUIVALENTS AND RESTRICTED CASH—Beginning of period   $ 2,770   $ 1,840 2,770 1,840 1,840  
CASH AND CASH EQUIVALENTS AND RESTRICTED CASH—End of period $ 4,151   $ 2,548   4,151 2,548 $ 2,770 $ 1,840
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:                
Cash paid for interest         0 13    
Cash paid for income taxes         0 0    
NONCASH INVESTING AND FINANCING ACTIVITIES:                
Accrual related to property, plant and equipment         0 29    
Issuance of common stock to repay long-term loan         $ 0 $ 1,600    
XML 16 R9.htm IDEA: XBRL DOCUMENT v3.26.1
Insider Trading Arrangements
3 Months Ended
Feb. 28, 2026
Trading Arrangements, by Individual  
Rule 10b5-1 Arrangement Adopted false
Non-Rule 10b5-1 Arrangement Adopted false
Rule 10b5-1 Arrangement Terminated false
Non-Rule 10b5-1 Arrangement Terminated false
Rule 10b5-1 Arrangement Modified false
Non-Rule 10b5-1 Arrangement Modified false
XML 17 R10.htm IDEA: XBRL DOCUMENT v3.26.1
Business
6 Months Ended
Feb. 28, 2026
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Business

1. Business

SemiLEDs Corporation (“SemiLEDs” or the “parent company”) was incorporated in Delaware on January 4, 2005 and is a holding company for various wholly owned subsidiaries. SemiLEDs and its subsidiaries (collectively, the “Company”) develop, manufacture and sell high performance light emitting diodes (“LEDs”). The Company’s core products are LED components, LED modules and systems, as well as LED chips and lighting products. LED components, modules and systems have become the most important part of its business. A portion of the Company’s business consists of the sale of contract manufactured LED products. The Company’s customers are concentrated in a few select markets, including India, Japan, the United States and the Netherlands.

As of February 28, 2026, SemiLEDs had one wholly owned operating subsidiary, Taiwan Bandaoti Zhaoming Co., Ltd., which conducts its research, development, manufacturing, marketing and sale of LED components and employs the Company’s employees.

SemiLEDs’ common stock trades on the NASDAQ Capital Market under the symbol “LEDS”.

XML 18 R11.htm IDEA: XBRL DOCUMENT v3.26.1
Summary of Significant Accounting Policies
6 Months Ended
Feb. 28, 2026
Accounting Policies [Abstract]  
Summary of Significant Accounting Policies

2. Summary of Significant Accounting Policies

Basis of Presentation —The Company’s unaudited interim condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and applicable provisions of the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”) regarding interim financial reporting. Certain information and disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted as permitted by the rules and regulations of the SEC. Accordingly, these unaudited interim condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto contained in the Company’s Annual Report on Form 10-K filed with the SEC on November 28, 2025. The unaudited condensed consolidated balance sheet as of August 31, 2025 included herein was derived from the audited consolidated financial statements as of that date.

The unaudited interim condensed consolidated financial statements have been prepared on the same basis as the audited consolidated financial statements and include all adjustments, consisting only of normal recurring adjustments, necessary for the fair presentation of the Company’s unaudited condensed consolidated balance sheet as of February 28, 2026, the unaudited condensed statements of operations and comprehensive loss for the three and six months ended February 28, 2026 and 2025, the unaudited condensed statement of changes in equity for the three and six months ended February 28, 2026 and 2025, and the unaudited condensed statements of cash flows for the six months ended February 28, 2026 and 2025. The results for the three or six months ended February 28, 2026 are not necessarily indicative of the results to be expected for the year ending August 31, 2026.

Going Concern —The accompanying unaudited interim condensed consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The realization of assets and the satisfaction of liabilities in the normal course of business are dependent on, among other things, the Company’s ability to operate profitably, to generate cash flows from operations, and to pursue financing arrangements to support its working capital requirements.

The Company suffered losses from operations of $1.6 million and $2.9 million, and net cash provided by operating activities of $2.2 million and net cash used in operating activities of $361 thousand, for the years ended August 31, 2025 and 2024, respectively. These facts and conditions have raised substantial doubt about the Company’s ability to continue as a going concern, even though gross profit on product sales was $2.4 million for the year ended August 31, 2025 compared to $1.1 million for the year ended August 31, 2024. On February 28, 2026, the Company’s cash and cash equivalents had increased to $4.0 million compared to $2.4 million on February 28, 2025. Further, loss from operations was $845 thousand and $1.9 million for the three and six months ended February 28, 2026, respectively. Management believes that it has developed a liquidity plan, as summarized below, that, if executed successfully, should provide sufficient liquidity to meet the Company’s obligations as they become due for a reasonable period of time, and allow the development of its core business. The plan includes:

Gaining positive cash-inflow from operating activities through continuous cost reductions and the sales of new higher margin products. Steady growth of module products and the continued commercial sales of its UV LED product are expected to improve the Company’s future gross margin, operating results and cash flows. The Company is targeting niche markets and focusing on product enhancement and developing its LED products into many other applications or devices.
Continuing to monitor prices, work with current and potential vendors to decrease costs and, consistent with its existing contractual commitments, possibly decrease its activity level and capital expenditures further. This plan reflects its strategy of controlling capital costs and maintaining financial flexibility.
Raising additional cash through potential equity offerings, sales of assets and/or issuance of debt as considered necessary and looking at other potential business opportunities.

While the Company's management believes that the measures described in the above liquidity plan will be adequate to satisfy its liquidity requirements for the twelve months after the date that the financial statements are issued, there is no assurance that the liquidity plan will be successfully implemented. Failure to successfully implement the liquidity plan may have a material adverse effect on its business, results of operations and financial position, and may adversely affect its ability to continue as a going concern. These unaudited interim condensed consolidated financial statements do not include any adjustments related to the recoverability and classification of recorded assets or the amounts and classification of liabilities or any other adjustments that might be necessary should the Company be unable to continue as a going concern.

Restricted Cash —Restricted cash primarily consists of cash held in reserved bank accounts in Taiwan, including compensating balances required under the Company's long-term loan requirements. As of February 28, 2026 and August 31, 2025, the Company’s restricted cash at noncurrent portion, which was recorded as other assets, amounted to $173 thousand and $177 thousand, respectively.

Revenue Recognition —Effective September 1, 2018, the Company adopted ASC 606 using the modified retrospective transition method. The Company applied the following five steps to achieve the core principles of ASC 606: 1) identified the contract with a customer; 2) identified the performance obligations (promises) in the contract; 3) determined the transaction price; 4) allocated the transaction price to the performance obligations in the contract; and 5) recognized revenue when (or as) the Company satisfies a performance obligation.

The Company recognizes the amount of revenue, when the Company satisfies a performance obligation, to which it expects to be entitled for the transfer of promised goods or services to customers. The Company obtains written purchase authorizations from its customers as evidence of an arrangement and these authorizations generally provide for a specified amount of product at a fixed price. Generally, the Company considers delivery to have occurred at the time of shipment as this is generally when title and risk of loss for the products will pass to the customer. The Company provides its customers with limited rights of return for non‑conforming shipments and product warranty claims. Based on historical return percentages, which have not been material to date, and other relevant factors, the Company estimates its potential future exposure on recorded product sales, which reduces product revenues in the consolidated statements of operations and reduces accounts receivable in the consolidated balance sheets. The Company also provides standard product warranties on its products, which generally range from three months to two years. Management estimates the Company’s warranty obligations as a percentage of revenues, based on historical knowledge of warranty costs and other relevant factors. To date, the related estimated warranty provisions have been insignificant.

Gross Versus Net Revenue —ASC 606 provides guidance on proper recognition of principal versus agent considerations which are used to determine gross versus net revenue recognition. Under ASC 606, the core objective of the guidance on gross versus net revenue recognition is to help determine whether an entity is a principal or an agent in a transaction. In general, the primary difference between these two is the performance obligation being satisfied. The principal has a performance obligation to provide the desired goods or services to the end customer, whereas the agent arranges for the principal to provide the desired goods or services. Additionally, a fundamental characteristic of a principal in a transaction is control. A principal substantively controls the goods and services before they are transferred to the customer as well as controls the price of the good or service being provided. An agent normally receives a

commission or fee for these activities. In addition to control, the level at which an entity controls the price of the good or service being transferred determines principal versus agent status. The more discretion over setting price a company has in providing the good or service, the more likely they are considered a principal rather than an agent. Under the guidance when another party is involved in providing a good or service to a customer, an entity is a principal if the entity obtains control of the asset or right to a service performed by the other party.

The Company’s revenues for the six months ended February 28, 2026 were significantly derived from buy-sell purchase orders of equipment.

Under buy-sell purchase orders, the Company purchases certain machinery and equipment (the “Goods”) from vendors and sells them to customers. Control of the Goods, including title and risk of loss, transfers to customers upon delivery at their designated seaport, and the Company has discretion in establishing prices. Accordingly, revenue from these transactions is recognized at the gross sales price.

Principles of Consolidation —The unaudited interim condensed consolidated financial statements include the accounts of SemiLEDs and its consolidated subsidiaries. All intercompany transactions and balances have been eliminated during consolidation.

On September 1, 2018, the Company adopted ASC 825-10, “Financial Instruments - Overall: Recognition and Measurement of Financial Assets and Financial Liabilities”. This standard allows equity investments that do not have readily determinable fair values to be re-measured at fair value either upon the occurrence of an observable price change or upon identification of impairment. The standard also simplifies the impairment assessment of equity investments without readily determinable fair values by requiring assessment for impairment qualitatively at each reporting period.

Investments in which the Company has the ability to exercise significant influence over the investee but not a controlling financial interest, are accounted for using the equity method of accounting and are not consolidated. These investments are in joint ventures that are not subject to consolidation under the variable interest model, and for which the Company: (i) does not have a majority voting interest that would allow it to control the investee, or (ii) has a majority voting interest but for which other shareholders have significant participating rights, but for which the Company has the ability to exercise significant influence over operating and financial policies. Under the equity method, investments are stated at cost after adding or removing the Company’s portion of equity in undistributed earnings or losses, respectively. The Company’s investment in these equity‑method entities is reported in the consolidated balance sheets in investments in unconsolidated entities, and the Company’s share of the income or loss of these equity‑method entities, after the elimination of unrealized intercompany profits, is reported in the consolidated statements of operations in equity in losses from unconsolidated entities. When net losses from an equity‑method investee exceed its carrying amount, the carrying amount of the investment is reduced to zero. The Company then suspends using the equity method to provide for additional losses unless the Company has guaranteed obligations or is otherwise committed to provide further financial support to the equity‑method investee. The Company resumes accounting for the investment under the equity method if the investee subsequently returns to profitability and the Company’s share of the investee’s income exceeds its share of the cumulative losses that have not been previously recognized during the period the equity method is suspended.

Investments in entities that are not consolidated or accounted for under the equity method are recorded as investments without readily determinable fair values. Investments without readily determinable fair values are reported on the consolidated balance sheets in investments in unconsolidated entities, at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for an identical or similar investment of the same issuer. Dividend income, if any, received is reported in the consolidated statements of operations in equity in losses from unconsolidated entities.

If the fair value of an equity investment declines below its respective carrying amount and the decline is determined to be other‑than‑temporary, the investment will be written down to its fair value.

Use of Estimates —The preparation of unaudited interim condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited interim condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Significant items subject to such estimates and assumptions include the preparation of the Company’s consolidated financial statements on the basis that the Company will continue as a going concern, the collectability of accounts receivable, inventory net realizable values, realization of deferred tax assets, valuation of stock-based compensation expense, the useful lives of property, plant and equipment and intangible assets, the recoverability of the carrying amount of property, plant and equipment, intangible assets and investments in unconsolidated entities, the fair value of acquired tangible and intangible assets, income tax uncertainties, provision for potential litigation costs and other contingencies. Management bases its estimates on historical experience and also on assumptions that it believes are reasonable. Management assesses these estimates on a regular basis; however, actual results could differ materially from those estimates.

Certain Significant Risks and Uncertainties —The Company is subject to certain risks and uncertainties that could have a material and adverse effect on the Company’s future financial position or results of operations, which risks and uncertainties include, among others: it has incurred significant losses over the past several years, any inability of the Company to compete in a rapidly evolving market and to respond quickly and effectively to changing market requirements, any inability of the Company to grow its revenue and/or maintain or increase its margins, it may experience fluctuations in its revenues and operating results, any inability of the Company to protect its intellectual property rights, claims by others that the Company infringes their proprietary technology, and any inability of the Company to raise additional funds in the future.

Concentration of Supply Risk —Some of the components and technologies used in the Company’s products are purchased and licensed from a limited number of sources and some of the Company’s products are produced by a limited number of contract manufacturers. The loss of any of these suppliers and contract manufacturers may cause the Company to incur transition costs to another supplier or contract manufacturer, result in delays in the manufacturing and delivery of the Company’s products, or cause it to carry excess or obsolete inventory. The Company relies on a limited number of such suppliers and contract manufacturers for the fulfillment of its customer orders. Any failure of such suppliers and contract manufacturers to perform could have an adverse effect upon the Company’s reputation and its ability to distribute its products or satisfy customers’ orders, which could adversely affect the Company’s business, financial position, results of operations and cash flows.

Concentration of Credit Risk —Financial instruments that subject the Company to concentrations of credit risk consist primarily of cash, cash equivalents and accounts receivable.

The Company keeps its cash and cash equivalents in demand deposits with prominent banks of high credit quality and invests only in money market funds. Cash accounts at each institution are insured by the Federal Deposit Insurance Corporation in the United States or Central Deposit Insurance Corporation in Taiwan up to certain limits. At times, such deposits may be in excess of the insurance limit. U.S. accounts are guaranteed by the Federal Deposit Insurance Corporation (FDIC) up to $250,000. As of February 28, 2026 and August 31, 2025, the Company had no cash in excess of FDIC insured limits. The Company maintains cash in state-owned banks in Taiwan, where the insurance coverage of each bank is NTD$3,000,000 (approximately $96,077). As of February 28, 2026 and August 31, 2025, the Company had $3,500 thousand and $2,281 thousand cash in excess of the insured amount, respectively. The Company has not experienced any losses in such accounts. As of February 28, 2026 and August 31, 2025, cash and cash equivalents of the Company consisted of the following (in thousands):

 

 

 

February 28,

 

 

August 31,

 

Cash and Cash Equivalents by Location

 

2026

 

 

2025

 

United States;

 

 

 

 

 

 

Denominated in U.S. dollars

 

$

187

 

 

$

187

 

Taiwan;

 

 

 

 

 

 

Denominated in U.S. dollars

 

 

3,572

 

 

 

2,163

 

Denominated in New Taiwan dollars

 

 

80

 

 

 

112

 

Denominated in other currencies

 

 

139

 

 

 

131

 

Total cash and cash equivalents

 

$

3,978

 

 

$

2,593

 

The Company’s revenues for the six months ended February 28, 2026 were significantly derived from buy-sell purchase orders of equipment. Net revenues generated from buy-sell purchase orders of equipment represented 36% of the Company's revenues for the six months ended February 28, 2026. A significant portion of the Company’s revenues are derived from a limited number of customers, and sales are concentrated in a few select markets. Management performs ongoing credit evaluations of its customers and generally does not require collateral on accounts receivable. Management evaluates the need to establish an allowance for doubtful accounts for

estimated potential credit losses at each reporting period. The allowance for doubtful accounts is based on the management’s assessment of the collectability of its customer accounts. Management regularly reviews the allowance by considering certain factors, such as historical experience, industry data, credit quality, ages of accounts receivable balances and current economic conditions that may affect a customer’s ability to pay.

Net revenues generated from sales to the top ten customers represented 89% and 91% of the Company’s total net revenues for the three and six months ended February 28, 2026, respectively, and 99% and 98% of the Company’s net revenues for the three and six months ended February 28, 2025, respectively.

The Company’s revenues have been concentrated in a few select markets, including India, Japan, the United States and the Netherlands. Net revenues generated from sales to customers in these markets, in the aggregate, accounted for 69% and 86% of the Company’s net revenues for the three and six months ended February 28, 2026, respectively, and 98% and 97% of the Company’s net revenues for the three and six months ended February 28, 2025, respectively.

Noncontrolling Interests —Noncontrolling interests are classified in the consolidated statements of operations as part of consolidated net income (loss) and the accumulated amount of noncontrolling interests in the consolidated balance sheets as part of equity. Changes in ownership interest in a consolidated subsidiary that do not result in a loss of control are accounted for as an equity transaction. If a change in ownership of a consolidated subsidiary results in loss of control and deconsolidation, any retained ownership interests are remeasured with the gain or loss reported in net earnings.

On September 1, 2018, Taiwan Bandaoti Zhaoming Co., Ltd., formerly known as Silicon Base Development, Inc. (“SBDI”), the Company’s wholly owned operating subsidiary, issued 414,000 common shares and amended its certificate of incorporation to increase its common stock issued from 12,087,715 shares to 12,501,715 shares. As of the issuance date, the increased capital of $176 thousand (NT$5.4 million) had been completely received in cash by SBDI. SemiLEDs Optoelectronics Co., Ltd. (“Taiwan SemiLEDs”) did not subscribe for the newly issued common shares, and, as a result, the noncontrolling interest in Taiwan SemiLEDs increased from zero to 3.31%. From January 2019 to September 2020, Taiwan SemiLEDs purchased an additional 33,000 common shares of SBDI from non-controlling shareholders. From March 2022 to May 2022, Taiwan SemiLEDs purchased an additional 52,000 common shares of SBDI from non-controlling shareholders. On September 1, 2024, Taiwan SemiLEDs purchased the remaining 329,000 common shares of SBDI from non-controlling shareholders. On April 1, 2025, Taiwan Bandaoti Zhaoming Co., Ltd. merged with and into Taiwan SemiLEDs. Taiwan Bandaoti Zhaoming Co., Ltd. now functions as a division of Taiwan SemiLEDs with all property, obligations, and capital being transferred to Taiwan SemiLEDs. Taiwan SemiLEDs changed its company name to Taiwan Bandaoti Zhaoming Co., Ltd. after the merger. The noncontrolling interest in former Taiwan Bandaoti Zhaoming Co., Ltd. was zero as of February 28, 2026 and August 31, 2025.

Recent Accounting Pronouncements

In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (“ASU 2023-07”). The amendments in ASU 2023-07 improve reportable segment disclosure requirements through enhanced disclosures about significant segment expenses that are regularly provided to the chief operating decision maker (CODM). In addition, the amendments enhance interim disclosure requirements, clarify circumstances in which an entity can disclose multiple segment measures of profit or loss, provide new segment disclosure requirements for entities with a single reportable segment, and contain other disclosure requirements. ASU 2023-07 became effective for annual reporting periods beginning after December 15, 2023, and interim periods within annual reporting periods beginning after December 15, 2024. The Company adopted the ASU on a retrospective basis for all prior periods presented, and the adoption had no material effect on the unaudited condensed consolidated financial statements and related disclosures.

In November 2024, the FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses. The new standard requires entities to disclose additional information about certain expenses, such as purchases of inventory, employee compensation, depreciation, intangible asset amortization, as well as selling expenses included in commonly presented expense captions on the income statement. The FASB further clarified the effective date in January 2025 with the issuance of ASU 2025-01, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date. The ASU is effective for fiscal years beginning after December 15, 2026 and interim periods beginning after December 15, 2027. Companies have the option to apply this guidance either on a retrospective or prospective basis, and early adoption is permitted. The Company is currently evaluating the impact of ASU 2024-03 on its unaudited condensed consolidated financial statements and related disclosures.

In July 2025, the FASB issued ASU 2025-05, “Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets”. ASU 2025-05 provides a practical expedient related to the estimation of expected credit losses for current accounts receivable and current contract assets. ASU 2025-05 is effective for annual reporting periods beginning after December 15, 2025 and interim reporting periods within those annual reporting periods and should be applied prospectively. Early

adoption is permitted. The Company adopted the ASU, and the adoption had no material effect on the unaudited condensed consolidated financial statements and related disclosures.

In September 2025, the FASB issued ASU 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40) (“ASU 2025-06”). ASU 2025-06 updates the accounting guidance for internal-use software by eliminating references to software development project stages, thereby requiring companies to start capitalizing software costs when (i) management has authorized and committed to funding the project and (ii) it is probable the project will be completed and the software will be used as intended. ASU 2025-06 is effective for annual periods beginning after December 15, 2027, with early adoption permitted. Amendments can be applied either (i) prospectively, (ii) through a modified transition approach based on the status projects and whether software costs were capitalized before the date of adoption, or (iii) retrospectively. The Company is currently evaluating the impact of ASU 2025-06 on its unaudited condensed consolidated financial statements and related disclosures.

In December 2025, the FASB issued ASU 2025-10 to provide specific authoritative guidance about the recognition, measurement, and presentation of a grant received by a business entity from a government. The amendments in this guidance require that a government grant received by a business entity should not be recognized until (1) it is probable that a business entity will comply with the conditions attached to the grant and the grant will be received and (2) a business entity meets the recognition guidance for a grant related to an asset or a grant related to income. Adoption of this standard is required using either a modified prospective, modified retrospective, or a retrospective approach. This standard is effective for the Company for both interim and annual reporting for the year ended December 31, 2029. The Company is currently evaluating the impact of ASU 2025-06 on its unaudited condensed consolidated financial statements and related disclosures.

The Company does not believe other recently issued but not yet effective accounting standards, if currently adopted, would have a material effect on the unaudited condensed consolidated financial position, statements of operations and cash flows.

XML 19 R12.htm IDEA: XBRL DOCUMENT v3.26.1
Balance Sheet Components
6 Months Ended
Feb. 28, 2026
Disclosure Text Block Supplement [Abstract]  
Balance Sheet Components

3. Balance Sheet Components

Inventories

Inventories as of February 28, 2026 and August 31, 2025 consisted of the following (in thousands):

 

 

 

February 28,

 

 

August 31,

 

 

 

2026

 

 

2025

 

Raw materials

 

$

371

 

 

$

411

 

Work in process

 

 

880

 

 

 

1,051

 

Finished goods

 

 

3,634

 

 

 

3,314

 

Total

 

$

4,885

 

 

$

4,776

 

Inventory write-downs to estimated net realizable values were $126 thousand and $278 thousand for the three and six months ended February 28, 2026, respectively, and $50 thousand and $146 thousand for the three and six months ended February 28, 2025, respectively.

Property, Plant and Equipment

Property, plant and equipment as of February 28, 2026 and August 31, 2025 consisted of the following (in thousands):

 

 

February 28,

 

 

August 31,

 

 

 

2026

 

 

2025

 

Buildings and improvements

 

$

13,744

 

 

$

14,010

 

Machinery and equipment

 

 

26,359

 

 

 

27,735

 

Leasehold improvements

 

 

160

 

 

 

163

 

Other equipment

 

 

2,264

 

 

 

2,339

 

Construction in progress

 

 

 

 

 

14

 

Total property, plant and equipment

 

 

42,527

 

 

 

44,261

 

Less: Accumulated depreciation and amortization

 

 

(40,174

)

 

 

(41,548

)

Property, plant and equipment, net

 

$

2,353

 

 

$

2,713

 

 

Intangible Assets

Intangible assets as of February 28, 2026 and August 31, 2025 consisted of the following (in thousands):

 

 

 

February 28, 2026

 

 

 

Weighted

 

 

 

 

 

 

 

 

 

 

 

 

Average

 

 

Gross

 

 

 

 

 

Net

 

 

 

Amortization

 

 

Carrying

 

 

Accumulated

 

 

Carrying

 

 

 

Period (Years)

 

 

Amount

 

 

Amortization

 

 

Amount

 

Patents and trademarks

 

 

15

 

 

$

620

 

 

$

510

 

 

$

110

 

Acquired technology

 

 

5

 

 

 

326

 

 

 

326

 

 

 

 

Total

 

 

 

 

$

946

 

 

$

836

 

 

$

110

 

 

 

 

August 31, 2025

 

 

 

Weighted

 

 

 

 

 

 

 

 

 

 

 

 

Average

 

 

Gross

 

 

 

 

 

Net

 

 

 

Amortization

 

 

Carrying

 

 

Accumulated

 

 

Carrying

 

 

 

Period (Years)

 

 

Amount

 

 

Amortization

 

 

Amount

 

Patents and trademarks

 

 

15

 

 

$

614

 

 

$

514

 

 

$

100

 

Acquired technology

 

 

5

 

 

 

333

 

 

 

333

 

 

 

 

Total

 

 

 

 

$

947

 

 

$

847

 

 

$

100

 

Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities as of February 28, 2026 and August 31, 2025 consisted of the following (in thousands):

 

 

 

February 28,

 

 

August 31,

 

 

 

 

2026

 

 

2025

 

 

Accrued compensation and benefits

 

$

 

2,003

 

 

$

 

2,127

 

 

Customer deposits

 

 

 

6,302

 

 

 

 

796

 

 

Accrued business expenses

 

 

 

242

 

 

 

 

215

 

 

Accrued professional service fees

 

 

 

73

 

 

 

 

109

 

 

Other (individually less than 5% of total accrued expenses and other current liabilities)

 

 

 

304

 

 

 

 

529

 

 

Total

 

$

 

8,924

 

 

$

 

3,776

 

 

XML 20 R13.htm IDEA: XBRL DOCUMENT v3.26.1
Investments in Unconsolidated Entities
6 Months Ended
Feb. 28, 2026
Investments In Unconsolidated Entities Disclosure [Abstract]  
Investments in Unconsolidated Entities

4. Investments in Unconsolidated Entities

The Company’s ownership interest and carrying amounts of investments in unconsolidated entities as of February 28, 2026 and August 31, 2025 consisted of the following (in thousands, except percentages):

 

 

 

February 28, 2026

 

 

August 31, 2025

 

 

 

 

Percentage

 

 

 

 

Percentage

 

 

 

 

 

 

Ownership

 

Amount

 

 

Ownership

 

Amount

 

 

Equity method investments, net

 

47.62

 

$

49

 

 

47.62

 

$

65

 

 

Equity investment without readily determinable fair value - Beginning Balance

 

 

 

$

 

 

Various

 

$

876

 

 

 Dissolution of investee

 

 

 

$

 

 

 

 

$

(876

)

 

Equity investment without readily determinable fair value - Ending Balance

 

 

 

$

 

 

 

 

$

 

 

Total investments in unconsolidated entities

 

 

 

$

49

 

 

 

 

$

65

 

 

 

There were no dividends received from unconsolidated entities through February 28, 2026.

Equity Investments without Readily Determinable Fair Value

Equity investments (except those accounted for under the equity method of accounting or those that result in consolidation of the Company) which do not have readily determinable fair values are recorded as equity investment without readily determinable fair value.

All equity investments without readily determinable fair value are assessed for impairment when events or changes in circumstances indicate that the carrying amounts may not be recoverable, and measured at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for an identical or similar investment of the same issuers. The recoverable value of the investment was determined based on the Company’s best estimate of the amount that could be realized from the investment, which considered the latest financial information. The impairment losses for the equity investments without readily determinable fair value were zero for the three and six months ended February 28, 2026 and 2025.

Equity Method Investments

In July 2023, Taiwan Bandaoti Zhaoming Co., Ltd, the Company’s subsidiary, had a board resolution to hold an equity interest in Yi Yang Optoelectronics Co., Ltd., accounting for its equity interest using the equity method to accounts for its equity investment as prescribed in ASC 323, Investments—Equity Method and Joint Ventures (“ASC 323”). Equity method adjustments include the Company’s proportionate share of investee’s income or loss and other adjustments required by the equity method. The Company owned 47.62% of the common shares of Yi Yang Optoelectronics Co., Ltd. as of both February 28, 2026 and August 31, 2025.

XML 21 R14.htm IDEA: XBRL DOCUMENT v3.26.1
Commitments and Contingencies
6 Months Ended
Feb. 28, 2026
Commitments and Contingencies Disclosure [Abstract]  
Commitments and Contingencies

5. Commitments and Contingencies

Operating Lease AgreementsThe Company has several operating leases with third parties, primarily for land, plant and office spaces in Taiwan, including cancelable and noncancelable leases that expire at various dates between August 2026 and December 2040. Leases with an initial term of 12 months or less are not recorded on the balance sheet; the Company recognizes lease expense for these leases on a straight-line basis over the lease term. For lease agreements entered into or reassessed after the adoption of Topic 842, the Company did not combine lease and non-lease components.

Most leases do not include options to renew. The exercise of lease renewal options has to be agreed by the lessors. The depreciable life of assets and leasehold improvements are limited by the term of leases, unless there is a transfer of title or purchase option reasonably certain of exercise. Lease expense is recognized on a straight-line basis over the term of the lease. Lease expense related to these noncancelable operating leases was $41 thousand and $96 thousand for three months and six months ended February 28, 2026, respectively. Lease expense related to these noncancelable operating leases was $34 thousand and $72 thousand for three months and six months ended February 28, 2025, respectively.

Balance sheet information related to the Company’s leases is presented below:

 

 

 

February 28, 2026

 

 

August 31, 2025

 

Assets

 

 

 

 

 

 

Operating lease right of use assets

 

$

1,047

 

 

$

1,141

 

Liabilities

 

 

 

 

 

 

Operating lease liabilities, current

 

$

127

 

 

$

145

 

Operating lease liabilities, less current portion

 

 

920

 

 

 

996

 

Total

 

$

1,047

 

 

$

1,141

 

The following provides details of the Company’s lease expenses:

 

 

 

Three Months Ended

 

 

 

February 28, 2026

 

 

February 28, 2025

 

Operating lease expenses, net

 

$

41

 

 

$

34

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Six Months Ended

 

 

 

February 28, 2026

 

 

February 28, 2025

 

Operating lease expenses, net

 

$

81

 

 

$

72

 

 

Other information related to leases is presented below:

 

 

 

Six Months Ended

 

 

 

February 28, 2026

 

 

February 28, 2025

 

Cash Paid for amounts Included In Measurement of Liabilities:

 

 

 

 

 

 

Operating cash flows from operating leases

 

$

81

 

 

$

72

 

Weighted Average Remaining Lease Term:

 

 

 

 

 

 

Operating leases

 

13.80 years

 

 

14.08 years

 

Weighted Average Discount Rate

 

 

 

 

 

 

Operating leases

 

 

1.76

%

 

 

1.76

%

 

As most of the Company’s leases do not provide an implicit rate, the Company uses its average borrowing rate from non-related parties of 1.76% based on the information available at commencement date in determining the present value of lease payments.

The aggregate future noncancelable minimum rental payments for the Company’s operating leases as of February 28, 2026 consisted of the following (in thousands):

 

 

 

Operating

 

Years Ending August 31,

 

Leases

 

Remainder of 2026

 

$

80

 

2027

 

 

105

 

2028

 

 

84

 

2029

 

 

84

 

2030

 

 

76

 

Thereafter

 

 

748

 

Total future minimum lease payments, undiscounted

 

 

1,177

 

Less: Imputed interest

 

 

(130

)

Present value of future minimum lease payments

 

$

1,047

 

 

Purchase Obligations —The Company had purchase commitments for inventory, property, plant and equipment in the amount of $5.6 million and $461 thousand as of February 28, 2026 and August 31, 2025, respectively.

Litigation —The Company is directly or indirectly involved from time to time in various claims or legal proceedings arising in the ordinary course of business. The Company recognizes a liability when it is probable that a loss has been incurred and the amount is reasonably estimable. There is significant judgment required in assessing both the likelihood of an unfavorable outcome and whether the amount of loss, if any, can be reasonably estimated.

As of February 28, 2026, there was no pending or threatened litigation that could have a material impact on the Company’s financial position, results of operations or cash flows.

XML 22 R15.htm IDEA: XBRL DOCUMENT v3.26.1
Stock-based Compensation
6 Months Ended
Feb. 28, 2026
Share-Based Payment Arrangement [Abstract]  
Stock-based Compensation

6. Stock-based Compensation

The Company currently has one equity incentive plan (the “2010 Plan”), which provides for awards in the form of restricted shares, stock units, stock options or stock appreciation rights to the Company’s employees, officers, directors and consultants. In April 2014, SemiLEDs’ stockholders approved an amendment to the 2010 Plan that increases the number of shares authorized for issuance under the plan by an additional 250 thousand shares. On July 31, 2019, the stockholders approved an increase in the authorized share reserve under the 2010 plan by an additional 500 thousand shares, to extend expiration of the 2010 Plan to November 3, 2023, to remove the IRS Code section 162(m) provisions, and to modify the maximum grant limit to 35 thousand shares to one person in a one year period. On September 25, 2020, the stockholders approved an amendment to the 2010 Equity Incentive Plan to increase the authorized shares reserve by an additional 400 thousand shares. On March 17, 2023, the Board approved the amendment of the 2010 Plan to extend the term to March 17, 2033, which was approved by the Company's stockholders at the annual meeting held on May 18, 2023.

A total of 1,421 thousand and 1,421 thousand shares was reserved for issuance under the 2010 Plan as of February 28, 2026 and 2025, respectively. As of February 28, 2026 and 2025, there were 429 thousand and 530 thousand shares of common stock available for future issuance under the equity incentive plans, respectively.

In November 2025, SemiLEDs granted 15 thousand restricted stock units to its directors, which vest 25% every three months from the vesting commencement date of November 27, 2025 and will become fully vested upon a change in control. The grant-date fair value of the restricted stock units was $2.406 per unit.

In July 2025, SemiLEDs granted 96 thousand restricted stock units to its employees, which vest 12.5% every three months from the vesting commencement date of July 10, 2025 and will become fully vested upon a change in control. The grant-date fair value of the restricted stock units was $2.81 per unit.

In November 2024, SemiLEDs granted 15 thousand restricted stock units to its directors, which vest 25% every three months from the vesting commencement date of November 27, 2024 and will become fully vested upon a change in control. The grant-date fair value of the restricted stock units was $1.28 per unit.

The grant date fair value of stock options is determined using the Black-Scholes option-pricing model. The Black-Scholes option-pricing model requires inputs including the market price of SemiLEDs’ common stock on the date of grant, the term that the stock options are expected to be outstanding, the implied stock volatilities of several of the Company’s publicly-traded peers over the expected term of stock options, risk-free interest rate and expected dividend. Each of these inputs is subjective and generally requires significant judgment to determine. The grant date fair value of stock units is based upon the market price of SemiLEDs’ common stock on the date of the grant. This fair value is amortized to compensation expense over the vesting term. During the three and six months ended February 28, 2026 and 2025, the Company had no options granted, forfeited, or exercised. As of February 28, 2026 and 2025, the Company had no unvested stock options and the unrecognized compensation costs related to unvested stock options were nil.

Stock-based compensation expense is recorded net of estimated forfeitures such that expense is recorded only for those stock-based awards that are expected to vest. A forfeiture rate is estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from initial estimates. A forfeiture rate of zero is estimated for stock-based awards with vesting term that is less than or equal to one year from the date of grant.

A summary of the stock-based compensation expense for the three and six months ended February 28, 2026 and 2025 was as follows (in thousands):

 

 

 

Three Months Ended

 

 

Six Months Ended

 

 

 

 

February 28, 2026

 

 

February 28, 2025

 

 

February 28, 2026

 

 

February 28, 2025

 

 

Cost of revenues

 

$

12

 

 

$

8

 

 

$

 

24

 

 

$

 

16

 

 

Research and development

 

 

11

 

 

 

8

 

 

 

 

23

 

 

 

 

16

 

 

Selling, general and administrative

 

 

19

 

 

 

19

 

 

 

 

34

 

 

 

 

28

 

 

 

 

$

42

 

 

$

35

 

 

$

 

81

 

 

$

 

60

 

 

XML 23 R16.htm IDEA: XBRL DOCUMENT v3.26.1
Net Loss Per Share of Common Stock
6 Months Ended
Feb. 28, 2026
Earnings Per Share [Abstract]  
Net Loss Per Share of Common Stock

7. Net Loss Per Share of Common Stock

The following stock‑based compensation plan awards were excluded from the computation of diluted net loss per share of common stock for the periods presented because including them would have an antidilutive effect on the net loss per share (in thousands of shares):

 

 

 

Three Months Ended

 

 

Six Months Ended

 

 

 

February 28, 2026

 

 

February 28, 2025

 

 

February 28, 2026

 

 

February 28, 2025

 

Stock units and stock options to purchase common stock

 

 

9

 

 

 

15

 

 

 

25

 

 

28

 

XML 24 R17.htm IDEA: XBRL DOCUMENT v3.26.1
Income Taxes
6 Months Ended
Feb. 28, 2026
Income Tax Disclosure [Abstract]  
Income Taxes

8. Income Taxes

The Company’s loss before income taxes for the three and six months ended February 28, 2026 and 2025 consisted of the following (in thousands):

 

 

 

Three Months Ended

 

 

Six Months Ended

 

 

 

 

February 28, 2026

 

 

February 28, 2025

 

 

February 28, 2026

 

 

February 28, 2025

 

 

U.S. operations

 

$

(101

)

 

$

(145

)

 

$

 

(196

)

 

$

 

(283

)

 

Foreign operations

 

 

(502

)

 

 

533

 

 

 

 

(1,149

)

 

 

 

124

 

 

Loss before income taxes

 

$

(603

)

 

$

388

 

 

$

 

(1,345

)

 

$

 

(159

)

 

 

Unrecognized Tax Benefits

On December 22, 2017, the U.S. Tax Cuts and Jobs Act was adopted, which among other effects, reduced the U.S. federal corporate income tax rate to 21% from 34% (or 35% in certain cases) beginning in 2018, requires companies to pay a one-time transition tax on certain unrepatriated earnings from non-U.S. subsidiaries that is payable over eight years, makes the receipt of future non-U.S. sourced income of non-U.S. subsidiaries tax-free to U.S. companies and creates a new minimum tax on the earnings of non-U.S. subsidiaries relating to the parent’s deductions for payments to the subsidiaries. Our provisional estimate is that no tax will be due under this provision.

On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted in the U.S. The OBBBA includes significant provisions, such as the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act, modifications to the international tax framework and the restoration of favorable tax treatment for certain business provisions. The legislation has multiple effective dates, with certain provisions effective in 2025 and others implemented through 2027. The provisions of the legislation that were effective for fiscal 2026 did not have a material impact on the Company's income tax expense for the three and six months ended February 28, 2026 and 2025. The Company is currently assessing the impact of the provisions of the OBBBA that are effective in future years on its future consolidated financial statements.

As of both February 28, 2026 and August 31, 2025, the Company had no unrecognized tax benefits related to tax positions taken in prior periods. The Company files income tax returns in the United States, various U.S. states and certain foreign jurisdictions. The tax years 2020 through 2024 remain open in most jurisdictions. With few exceptions, as of February 28, 2026, the Company is no longer subject to U.S. federal, state, local, or foreign examinations by tax authorities for tax years before 2020.

XML 25 R18.htm IDEA: XBRL DOCUMENT v3.26.1
Related Party Transactions
6 Months Ended
Feb. 28, 2026
Related Party Transactions [Abstract]  
Related Party Transactions

9. Related Party Transactions

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 January 7, 2024, the Company issued 305,343 shares of its common stock at a price of $1.31 per share to repay $400,000 of accrued interest on the loan agreement with Simplot Taiwan Inc.

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 February 9, 2024, the Company repaid $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.

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 February 28, 2025, the Company repaid $1,200,000 and $400,000 of loan principal by delivering 722,891 shares and 240,963 shares of the Company’s common stock to Simplot Taiwan Inc. and Trung Doan, respectively, based on the closing price of $1.66 per share on February 27, 2025.

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 was equal to $364,924.63. The parties agreed that the new principal balance of the Loan was $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.

As of February 28, 2026 and August 31, 2025, these loans totaled $1.2 million and $800 thousand, respectively.

XML 26 R19.htm IDEA: XBRL DOCUMENT v3.26.1
Subsequent Events
6 Months Ended
Feb. 28, 2026
Subsequent Events [Abstract]  
Subsequent Events

10. Subsequent Events

The Company follows the guidance in FASB ASC 855-10 for the disclosure of subsequent events. The Company has analyzed its operations subsequent to February 28, 2026 to the date these unaudited condensed consolidated financial statements were issued, finding that no material subsequent events need to be disclosed.

XML 27 R20.htm IDEA: XBRL DOCUMENT v3.26.1
Summary of Significant Accounting Policies (Policies)
6 Months Ended
Feb. 28, 2026
Accounting Policies [Abstract]  
Basis of Presentation

Basis of Presentation —The Company’s unaudited interim condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and applicable provisions of the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”) regarding interim financial reporting. Certain information and disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted as permitted by the rules and regulations of the SEC. Accordingly, these unaudited interim condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto contained in the Company’s Annual Report on Form 10-K filed with the SEC on November 28, 2025. The unaudited condensed consolidated balance sheet as of August 31, 2025 included herein was derived from the audited consolidated financial statements as of that date.

The unaudited interim condensed consolidated financial statements have been prepared on the same basis as the audited consolidated financial statements and include all adjustments, consisting only of normal recurring adjustments, necessary for the fair presentation of the Company’s unaudited condensed consolidated balance sheet as of February 28, 2026, the unaudited condensed statements of operations and comprehensive loss for the three and six months ended February 28, 2026 and 2025, the unaudited condensed statement of changes in equity for the three and six months ended February 28, 2026 and 2025, and the unaudited condensed statements of cash flows for the six months ended February 28, 2026 and 2025. The results for the three or six months ended February 28, 2026 are not necessarily indicative of the results to be expected for the year ending August 31, 2026.

Going Concern

Going Concern —The accompanying unaudited interim condensed consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The realization of assets and the satisfaction of liabilities in the normal course of business are dependent on, among other things, the Company’s ability to operate profitably, to generate cash flows from operations, and to pursue financing arrangements to support its working capital requirements.

The Company suffered losses from operations of $1.6 million and $2.9 million, and net cash provided by operating activities of $2.2 million and net cash used in operating activities of $361 thousand, for the years ended August 31, 2025 and 2024, respectively. These facts and conditions have raised substantial doubt about the Company’s ability to continue as a going concern, even though gross profit on product sales was $2.4 million for the year ended August 31, 2025 compared to $1.1 million for the year ended August 31, 2024. On February 28, 2026, the Company’s cash and cash equivalents had increased to $4.0 million compared to $2.4 million on February 28, 2025. Further, loss from operations was $845 thousand and $1.9 million for the three and six months ended February 28, 2026, respectively. Management believes that it has developed a liquidity plan, as summarized below, that, if executed successfully, should provide sufficient liquidity to meet the Company’s obligations as they become due for a reasonable period of time, and allow the development of its core business. The plan includes:

Gaining positive cash-inflow from operating activities through continuous cost reductions and the sales of new higher margin products. Steady growth of module products and the continued commercial sales of its UV LED product are expected to improve the Company’s future gross margin, operating results and cash flows. The Company is targeting niche markets and focusing on product enhancement and developing its LED products into many other applications or devices.
Continuing to monitor prices, work with current and potential vendors to decrease costs and, consistent with its existing contractual commitments, possibly decrease its activity level and capital expenditures further. This plan reflects its strategy of controlling capital costs and maintaining financial flexibility.
Raising additional cash through potential equity offerings, sales of assets and/or issuance of debt as considered necessary and looking at other potential business opportunities.

While the Company's management believes that the measures described in the above liquidity plan will be adequate to satisfy its liquidity requirements for the twelve months after the date that the financial statements are issued, there is no assurance that the liquidity plan will be successfully implemented. Failure to successfully implement the liquidity plan may have a material adverse effect on its business, results of operations and financial position, and may adversely affect its ability to continue as a going concern. These unaudited interim condensed consolidated financial statements do not include any adjustments related to the recoverability and classification of recorded assets or the amounts and classification of liabilities or any other adjustments that might be necessary should the Company be unable to continue as a going concern.

Restricted Cash Equivalents

Restricted Cash —Restricted cash primarily consists of cash held in reserved bank accounts in Taiwan, including compensating balances required under the Company's long-term loan requirements. As of February 28, 2026 and August 31, 2025, the Company’s restricted cash at noncurrent portion, which was recorded as other assets, amounted to $173 thousand and $177 thousand, respectively.

Revenue Recognition

Revenue Recognition —Effective September 1, 2018, the Company adopted ASC 606 using the modified retrospective transition method. The Company applied the following five steps to achieve the core principles of ASC 606: 1) identified the contract with a customer; 2) identified the performance obligations (promises) in the contract; 3) determined the transaction price; 4) allocated the transaction price to the performance obligations in the contract; and 5) recognized revenue when (or as) the Company satisfies a performance obligation.

The Company recognizes the amount of revenue, when the Company satisfies a performance obligation, to which it expects to be entitled for the transfer of promised goods or services to customers. The Company obtains written purchase authorizations from its customers as evidence of an arrangement and these authorizations generally provide for a specified amount of product at a fixed price. Generally, the Company considers delivery to have occurred at the time of shipment as this is generally when title and risk of loss for the products will pass to the customer. The Company provides its customers with limited rights of return for non‑conforming shipments and product warranty claims. Based on historical return percentages, which have not been material to date, and other relevant factors, the Company estimates its potential future exposure on recorded product sales, which reduces product revenues in the consolidated statements of operations and reduces accounts receivable in the consolidated balance sheets. The Company also provides standard product warranties on its products, which generally range from three months to two years. Management estimates the Company’s warranty obligations as a percentage of revenues, based on historical knowledge of warranty costs and other relevant factors. To date, the related estimated warranty provisions have been insignificant.

Gross Versus Net Revenue —ASC 606 provides guidance on proper recognition of principal versus agent considerations which are used to determine gross versus net revenue recognition. Under ASC 606, the core objective of the guidance on gross versus net revenue recognition is to help determine whether an entity is a principal or an agent in a transaction. In general, the primary difference between these two is the performance obligation being satisfied. The principal has a performance obligation to provide the desired goods or services to the end customer, whereas the agent arranges for the principal to provide the desired goods or services. Additionally, a fundamental characteristic of a principal in a transaction is control. A principal substantively controls the goods and services before they are transferred to the customer as well as controls the price of the good or service being provided. An agent normally receives a

commission or fee for these activities. In addition to control, the level at which an entity controls the price of the good or service being transferred determines principal versus agent status. The more discretion over setting price a company has in providing the good or service, the more likely they are considered a principal rather than an agent. Under the guidance when another party is involved in providing a good or service to a customer, an entity is a principal if the entity obtains control of the asset or right to a service performed by the other party.

The Company’s revenues for the six months ended February 28, 2026 were significantly derived from buy-sell purchase orders of equipment.

Under buy-sell purchase orders, the Company purchases certain machinery and equipment (the “Goods”) from vendors and sells them to customers. Control of the Goods, including title and risk of loss, transfers to customers upon delivery at their designated seaport, and the Company has discretion in establishing prices. Accordingly, revenue from these transactions is recognized at the gross sales price.

Principles of Consolidation

Principles of Consolidation —The unaudited interim condensed consolidated financial statements include the accounts of SemiLEDs and its consolidated subsidiaries. All intercompany transactions and balances have been eliminated during consolidation.

On September 1, 2018, the Company adopted ASC 825-10, “Financial Instruments - Overall: Recognition and Measurement of Financial Assets and Financial Liabilities”. This standard allows equity investments that do not have readily determinable fair values to be re-measured at fair value either upon the occurrence of an observable price change or upon identification of impairment. The standard also simplifies the impairment assessment of equity investments without readily determinable fair values by requiring assessment for impairment qualitatively at each reporting period.

Investments in which the Company has the ability to exercise significant influence over the investee but not a controlling financial interest, are accounted for using the equity method of accounting and are not consolidated. These investments are in joint ventures that are not subject to consolidation under the variable interest model, and for which the Company: (i) does not have a majority voting interest that would allow it to control the investee, or (ii) has a majority voting interest but for which other shareholders have significant participating rights, but for which the Company has the ability to exercise significant influence over operating and financial policies. Under the equity method, investments are stated at cost after adding or removing the Company’s portion of equity in undistributed earnings or losses, respectively. The Company’s investment in these equity‑method entities is reported in the consolidated balance sheets in investments in unconsolidated entities, and the Company’s share of the income or loss of these equity‑method entities, after the elimination of unrealized intercompany profits, is reported in the consolidated statements of operations in equity in losses from unconsolidated entities. When net losses from an equity‑method investee exceed its carrying amount, the carrying amount of the investment is reduced to zero. The Company then suspends using the equity method to provide for additional losses unless the Company has guaranteed obligations or is otherwise committed to provide further financial support to the equity‑method investee. The Company resumes accounting for the investment under the equity method if the investee subsequently returns to profitability and the Company’s share of the investee’s income exceeds its share of the cumulative losses that have not been previously recognized during the period the equity method is suspended.

Investments in entities that are not consolidated or accounted for under the equity method are recorded as investments without readily determinable fair values. Investments without readily determinable fair values are reported on the consolidated balance sheets in investments in unconsolidated entities, at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for an identical or similar investment of the same issuer. Dividend income, if any, received is reported in the consolidated statements of operations in equity in losses from unconsolidated entities.

If the fair value of an equity investment declines below its respective carrying amount and the decline is determined to be other‑than‑temporary, the investment will be written down to its fair value.

Use of Estimates

Use of Estimates —The preparation of unaudited interim condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited interim condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Significant items subject to such estimates and assumptions include the preparation of the Company’s consolidated financial statements on the basis that the Company will continue as a going concern, the collectability of accounts receivable, inventory net realizable values, realization of deferred tax assets, valuation of stock-based compensation expense, the useful lives of property, plant and equipment and intangible assets, the recoverability of the carrying amount of property, plant and equipment, intangible assets and investments in unconsolidated entities, the fair value of acquired tangible and intangible assets, income tax uncertainties, provision for potential litigation costs and other contingencies. Management bases its estimates on historical experience and also on assumptions that it believes are reasonable. Management assesses these estimates on a regular basis; however, actual results could differ materially from those estimates.

Certain Significant Risks and Uncertainties

Certain Significant Risks and Uncertainties —The Company is subject to certain risks and uncertainties that could have a material and adverse effect on the Company’s future financial position or results of operations, which risks and uncertainties include, among others: it has incurred significant losses over the past several years, any inability of the Company to compete in a rapidly evolving market and to respond quickly and effectively to changing market requirements, any inability of the Company to grow its revenue and/or maintain or increase its margins, it may experience fluctuations in its revenues and operating results, any inability of the Company to protect its intellectual property rights, claims by others that the Company infringes their proprietary technology, and any inability of the Company to raise additional funds in the future.

Concentration of Supply Risk

Concentration of Supply Risk —Some of the components and technologies used in the Company’s products are purchased and licensed from a limited number of sources and some of the Company’s products are produced by a limited number of contract manufacturers. The loss of any of these suppliers and contract manufacturers may cause the Company to incur transition costs to another supplier or contract manufacturer, result in delays in the manufacturing and delivery of the Company’s products, or cause it to carry excess or obsolete inventory. The Company relies on a limited number of such suppliers and contract manufacturers for the fulfillment of its customer orders. Any failure of such suppliers and contract manufacturers to perform could have an adverse effect upon the Company’s reputation and its ability to distribute its products or satisfy customers’ orders, which could adversely affect the Company’s business, financial position, results of operations and cash flows.

Concentration of Credit Risk

Concentration of Credit Risk —Financial instruments that subject the Company to concentrations of credit risk consist primarily of cash, cash equivalents and accounts receivable.

The Company keeps its cash and cash equivalents in demand deposits with prominent banks of high credit quality and invests only in money market funds. Cash accounts at each institution are insured by the Federal Deposit Insurance Corporation in the United States or Central Deposit Insurance Corporation in Taiwan up to certain limits. At times, such deposits may be in excess of the insurance limit. U.S. accounts are guaranteed by the Federal Deposit Insurance Corporation (FDIC) up to $250,000. As of February 28, 2026 and August 31, 2025, the Company had no cash in excess of FDIC insured limits. The Company maintains cash in state-owned banks in Taiwan, where the insurance coverage of each bank is NTD$3,000,000 (approximately $96,077). As of February 28, 2026 and August 31, 2025, the Company had $3,500 thousand and $2,281 thousand cash in excess of the insured amount, respectively. The Company has not experienced any losses in such accounts. As of February 28, 2026 and August 31, 2025, cash and cash equivalents of the Company consisted of the following (in thousands):

 

 

 

February 28,

 

 

August 31,

 

Cash and Cash Equivalents by Location

 

2026

 

 

2025

 

United States;

 

 

 

 

 

 

Denominated in U.S. dollars

 

$

187

 

 

$

187

 

Taiwan;

 

 

 

 

 

 

Denominated in U.S. dollars

 

 

3,572

 

 

 

2,163

 

Denominated in New Taiwan dollars

 

 

80

 

 

 

112

 

Denominated in other currencies

 

 

139

 

 

 

131

 

Total cash and cash equivalents

 

$

3,978

 

 

$

2,593

 

The Company’s revenues for the six months ended February 28, 2026 were significantly derived from buy-sell purchase orders of equipment. Net revenues generated from buy-sell purchase orders of equipment represented 36% of the Company's revenues for the six months ended February 28, 2026. A significant portion of the Company’s revenues are derived from a limited number of customers, and sales are concentrated in a few select markets. Management performs ongoing credit evaluations of its customers and generally does not require collateral on accounts receivable. Management evaluates the need to establish an allowance for doubtful accounts for

estimated potential credit losses at each reporting period. The allowance for doubtful accounts is based on the management’s assessment of the collectability of its customer accounts. Management regularly reviews the allowance by considering certain factors, such as historical experience, industry data, credit quality, ages of accounts receivable balances and current economic conditions that may affect a customer’s ability to pay.

Net revenues generated from sales to the top ten customers represented 89% and 91% of the Company’s total net revenues for the three and six months ended February 28, 2026, respectively, and 99% and 98% of the Company’s net revenues for the three and six months ended February 28, 2025, respectively.

The Company’s revenues have been concentrated in a few select markets, including India, Japan, the United States and the Netherlands. Net revenues generated from sales to customers in these markets, in the aggregate, accounted for 69% and 86% of the Company’s net revenues for the three and six months ended February 28, 2026, respectively, and 98% and 97% of the Company’s net revenues for the three and six months ended February 28, 2025, respectively.

Noncontrolling Interests

Noncontrolling Interests —Noncontrolling interests are classified in the consolidated statements of operations as part of consolidated net income (loss) and the accumulated amount of noncontrolling interests in the consolidated balance sheets as part of equity. Changes in ownership interest in a consolidated subsidiary that do not result in a loss of control are accounted for as an equity transaction. If a change in ownership of a consolidated subsidiary results in loss of control and deconsolidation, any retained ownership interests are remeasured with the gain or loss reported in net earnings.

On September 1, 2018, Taiwan Bandaoti Zhaoming Co., Ltd., formerly known as Silicon Base Development, Inc. (“SBDI”), the Company’s wholly owned operating subsidiary, issued 414,000 common shares and amended its certificate of incorporation to increase its common stock issued from 12,087,715 shares to 12,501,715 shares. As of the issuance date, the increased capital of $176 thousand (NT$5.4 million) had been completely received in cash by SBDI. SemiLEDs Optoelectronics Co., Ltd. (“Taiwan SemiLEDs”) did not subscribe for the newly issued common shares, and, as a result, the noncontrolling interest in Taiwan SemiLEDs increased from zero to 3.31%. From January 2019 to September 2020, Taiwan SemiLEDs purchased an additional 33,000 common shares of SBDI from non-controlling shareholders. From March 2022 to May 2022, Taiwan SemiLEDs purchased an additional 52,000 common shares of SBDI from non-controlling shareholders. On September 1, 2024, Taiwan SemiLEDs purchased the remaining 329,000 common shares of SBDI from non-controlling shareholders. On April 1, 2025, Taiwan Bandaoti Zhaoming Co., Ltd. merged with and into Taiwan SemiLEDs. Taiwan Bandaoti Zhaoming Co., Ltd. now functions as a division of Taiwan SemiLEDs with all property, obligations, and capital being transferred to Taiwan SemiLEDs. Taiwan SemiLEDs changed its company name to Taiwan Bandaoti Zhaoming Co., Ltd. after the merger. The noncontrolling interest in former Taiwan Bandaoti Zhaoming Co., Ltd. was zero as of February 28, 2026 and August 31, 2025.

Recent Accounting Pronouncements

Recent Accounting Pronouncements

In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (“ASU 2023-07”). The amendments in ASU 2023-07 improve reportable segment disclosure requirements through enhanced disclosures about significant segment expenses that are regularly provided to the chief operating decision maker (CODM). In addition, the amendments enhance interim disclosure requirements, clarify circumstances in which an entity can disclose multiple segment measures of profit or loss, provide new segment disclosure requirements for entities with a single reportable segment, and contain other disclosure requirements. ASU 2023-07 became effective for annual reporting periods beginning after December 15, 2023, and interim periods within annual reporting periods beginning after December 15, 2024. The Company adopted the ASU on a retrospective basis for all prior periods presented, and the adoption had no material effect on the unaudited condensed consolidated financial statements and related disclosures.

In November 2024, the FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses. The new standard requires entities to disclose additional information about certain expenses, such as purchases of inventory, employee compensation, depreciation, intangible asset amortization, as well as selling expenses included in commonly presented expense captions on the income statement. The FASB further clarified the effective date in January 2025 with the issuance of ASU 2025-01, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date. The ASU is effective for fiscal years beginning after December 15, 2026 and interim periods beginning after December 15, 2027. Companies have the option to apply this guidance either on a retrospective or prospective basis, and early adoption is permitted. The Company is currently evaluating the impact of ASU 2024-03 on its unaudited condensed consolidated financial statements and related disclosures.

In July 2025, the FASB issued ASU 2025-05, “Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets”. ASU 2025-05 provides a practical expedient related to the estimation of expected credit losses for current accounts receivable and current contract assets. ASU 2025-05 is effective for annual reporting periods beginning after December 15, 2025 and interim reporting periods within those annual reporting periods and should be applied prospectively. Early

adoption is permitted. The Company adopted the ASU, and the adoption had no material effect on the unaudited condensed consolidated financial statements and related disclosures.

In September 2025, the FASB issued ASU 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40) (“ASU 2025-06”). ASU 2025-06 updates the accounting guidance for internal-use software by eliminating references to software development project stages, thereby requiring companies to start capitalizing software costs when (i) management has authorized and committed to funding the project and (ii) it is probable the project will be completed and the software will be used as intended. ASU 2025-06 is effective for annual periods beginning after December 15, 2027, with early adoption permitted. Amendments can be applied either (i) prospectively, (ii) through a modified transition approach based on the status projects and whether software costs were capitalized before the date of adoption, or (iii) retrospectively. The Company is currently evaluating the impact of ASU 2025-06 on its unaudited condensed consolidated financial statements and related disclosures.

In December 2025, the FASB issued ASU 2025-10 to provide specific authoritative guidance about the recognition, measurement, and presentation of a grant received by a business entity from a government. The amendments in this guidance require that a government grant received by a business entity should not be recognized until (1) it is probable that a business entity will comply with the conditions attached to the grant and the grant will be received and (2) a business entity meets the recognition guidance for a grant related to an asset or a grant related to income. Adoption of this standard is required using either a modified prospective, modified retrospective, or a retrospective approach. This standard is effective for the Company for both interim and annual reporting for the year ended December 31, 2029. The Company is currently evaluating the impact of ASU 2025-06 on its unaudited condensed consolidated financial statements and related disclosures.

The Company does not believe other recently issued but not yet effective accounting standards, if currently adopted, would have a material effect on the unaudited condensed consolidated financial position, statements of operations and cash flows.

XML 28 R21.htm IDEA: XBRL DOCUMENT v3.26.1
Summary of Significant Accounting Policies (Tables)
6 Months Ended
Feb. 28, 2026
Accounting Policies [Abstract]  
Schedule of cash and cash equivalents by location As of February 28, 2026 and August 31, 2025, cash and cash equivalents of the Company consisted of the following (in thousands):

 

 

 

February 28,

 

 

August 31,

 

Cash and Cash Equivalents by Location

 

2026

 

 

2025

 

United States;

 

 

 

 

 

 

Denominated in U.S. dollars

 

$

187

 

 

$

187

 

Taiwan;

 

 

 

 

 

 

Denominated in U.S. dollars

 

 

3,572

 

 

 

2,163

 

Denominated in New Taiwan dollars

 

 

80

 

 

 

112

 

Denominated in other currencies

 

 

139

 

 

 

131

 

Total cash and cash equivalents

 

$

3,978

 

 

$

2,593

 

XML 29 R22.htm IDEA: XBRL DOCUMENT v3.26.1
Balance Sheet Components (Tables)
6 Months Ended
Feb. 28, 2026
Disclosure Text Block Supplement [Abstract]  
Schedule of inventories

Inventories as of February 28, 2026 and August 31, 2025 consisted of the following (in thousands):

 

 

 

February 28,

 

 

August 31,

 

 

 

2026

 

 

2025

 

Raw materials

 

$

371

 

 

$

411

 

Work in process

 

 

880

 

 

 

1,051

 

Finished goods

 

 

3,634

 

 

 

3,314

 

Total

 

$

4,885

 

 

$

4,776

 

Schedule of property, plant and equipment

Property, plant and equipment as of February 28, 2026 and August 31, 2025 consisted of the following (in thousands):

 

 

February 28,

 

 

August 31,

 

 

 

2026

 

 

2025

 

Buildings and improvements

 

$

13,744

 

 

$

14,010

 

Machinery and equipment

 

 

26,359

 

 

 

27,735

 

Leasehold improvements

 

 

160

 

 

 

163

 

Other equipment

 

 

2,264

 

 

 

2,339

 

Construction in progress

 

 

 

 

 

14

 

Total property, plant and equipment

 

 

42,527

 

 

 

44,261

 

Less: Accumulated depreciation and amortization

 

 

(40,174

)

 

 

(41,548

)

Property, plant and equipment, net

 

$

2,353

 

 

$

2,713

 

 

Schedule of intangible assets

Intangible assets as of February 28, 2026 and August 31, 2025 consisted of the following (in thousands):

 

 

 

February 28, 2026

 

 

 

Weighted

 

 

 

 

 

 

 

 

 

 

 

 

Average

 

 

Gross

 

 

 

 

 

Net

 

 

 

Amortization

 

 

Carrying

 

 

Accumulated

 

 

Carrying

 

 

 

Period (Years)

 

 

Amount

 

 

Amortization

 

 

Amount

 

Patents and trademarks

 

 

15

 

 

$

620

 

 

$

510

 

 

$

110

 

Acquired technology

 

 

5

 

 

 

326

 

 

 

326

 

 

 

 

Total

 

 

 

 

$

946

 

 

$

836

 

 

$

110

 

 

 

 

August 31, 2025

 

 

 

Weighted

 

 

 

 

 

 

 

 

 

 

 

 

Average

 

 

Gross

 

 

 

 

 

Net

 

 

 

Amortization

 

 

Carrying

 

 

Accumulated

 

 

Carrying

 

 

 

Period (Years)

 

 

Amount

 

 

Amortization

 

 

Amount

 

Patents and trademarks

 

 

15

 

 

$

614

 

 

$

514

 

 

$

100

 

Acquired technology

 

 

5

 

 

 

333

 

 

 

333

 

 

 

 

Total

 

 

 

 

$

947

 

 

$

847

 

 

$

100

 

Schedule of accrued expenses and other current liabilities

Accrued expenses and other current liabilities as of February 28, 2026 and August 31, 2025 consisted of the following (in thousands):

 

 

 

February 28,

 

 

August 31,

 

 

 

 

2026

 

 

2025

 

 

Accrued compensation and benefits

 

$

 

2,003

 

 

$

 

2,127

 

 

Customer deposits

 

 

 

6,302

 

 

 

 

796

 

 

Accrued business expenses

 

 

 

242

 

 

 

 

215

 

 

Accrued professional service fees

 

 

 

73

 

 

 

 

109

 

 

Other (individually less than 5% of total accrued expenses and other current liabilities)

 

 

 

304

 

 

 

 

529

 

 

Total

 

$

 

8,924

 

 

$

 

3,776

 

 

XML 30 R23.htm IDEA: XBRL DOCUMENT v3.26.1
Investments in Unconsolidated Entities (Tables)
6 Months Ended
Feb. 28, 2026
Investments In Unconsolidated Entities Disclosure [Abstract]  
Schedule of ownership interest and carrying amounts of investments in unconsolidated entities

The Company’s ownership interest and carrying amounts of investments in unconsolidated entities as of February 28, 2026 and August 31, 2025 consisted of the following (in thousands, except percentages):

 

 

 

February 28, 2026

 

 

August 31, 2025

 

 

 

 

Percentage

 

 

 

 

Percentage

 

 

 

 

 

 

Ownership

 

Amount

 

 

Ownership

 

Amount

 

 

Equity method investments, net

 

47.62

 

$

49

 

 

47.62

 

$

65

 

 

Equity investment without readily determinable fair value - Beginning Balance

 

 

 

$

 

 

Various

 

$

876

 

 

 Dissolution of investee

 

 

 

$

 

 

 

 

$

(876

)

 

Equity investment without readily determinable fair value - Ending Balance

 

 

 

$

 

 

 

 

$

 

 

Total investments in unconsolidated entities

 

 

 

$

49

 

 

 

 

$

65

 

 

XML 31 R24.htm IDEA: XBRL DOCUMENT v3.26.1
Commitments and Contingencies (Tables)
6 Months Ended
Feb. 28, 2026
Commitments and Contingencies Disclosure [Abstract]  
Schedule of balance sheet information related to leases

Balance sheet information related to the Company’s leases is presented below:

 

 

 

February 28, 2026

 

 

August 31, 2025

 

Assets

 

 

 

 

 

 

Operating lease right of use assets

 

$

1,047

 

 

$

1,141

 

Liabilities

 

 

 

 

 

 

Operating lease liabilities, current

 

$

127

 

 

$

145

 

Operating lease liabilities, less current portion

 

 

920

 

 

 

996

 

Total

 

$

1,047

 

 

$

1,141

 

Schedule of lease expenses and related cash flows

The following provides details of the Company’s lease expenses:

 

 

 

Three Months Ended

 

 

 

February 28, 2026

 

 

February 28, 2025

 

Operating lease expenses, net

 

$

41

 

 

$

34

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Six Months Ended

 

 

 

February 28, 2026

 

 

February 28, 2025

 

Operating lease expenses, net

 

$

81

 

 

$

72

 

 

Other information related to leases is presented below:

 

 

 

Six Months Ended

 

 

 

February 28, 2026

 

 

February 28, 2025

 

Cash Paid for amounts Included In Measurement of Liabilities:

 

 

 

 

 

 

Operating cash flows from operating leases

 

$

81

 

 

$

72

 

Weighted Average Remaining Lease Term:

 

 

 

 

 

 

Operating leases

 

13.80 years

 

 

14.08 years

 

Weighted Average Discount Rate

 

 

 

 

 

 

Operating leases

 

 

1.76

%

 

 

1.76

%

Schedule of aggregate future noncancelable minimum rental payments for the operating leases

The aggregate future noncancelable minimum rental payments for the Company’s operating leases as of February 28, 2026 consisted of the following (in thousands):

 

 

 

Operating

 

Years Ending August 31,

 

Leases

 

Remainder of 2026

 

$

80

 

2027

 

 

105

 

2028

 

 

84

 

2029

 

 

84

 

2030

 

 

76

 

Thereafter

 

 

748

 

Total future minimum lease payments, undiscounted

 

 

1,177

 

Less: Imputed interest

 

 

(130

)

Present value of future minimum lease payments

 

$

1,047

 

XML 32 R25.htm IDEA: XBRL DOCUMENT v3.26.1
Stock-based Compensation (Tables)
6 Months Ended
Feb. 28, 2026
Share-Based Payment Arrangement [Abstract]  
Summary of the stock-based compensation expense

A summary of the stock-based compensation expense for the three and six months ended February 28, 2026 and 2025 was as follows (in thousands):

 

 

 

Three Months Ended

 

 

Six Months Ended

 

 

 

 

February 28, 2026

 

 

February 28, 2025

 

 

February 28, 2026

 

 

February 28, 2025

 

 

Cost of revenues

 

$

12

 

 

$

8

 

 

$

 

24

 

 

$

 

16

 

 

Research and development

 

 

11

 

 

 

8

 

 

 

 

23

 

 

 

 

16

 

 

Selling, general and administrative

 

 

19

 

 

 

19

 

 

 

 

34

 

 

 

 

28

 

 

 

 

$

42

 

 

$

35

 

 

$

 

81

 

 

$

 

60

 

 

XML 33 R26.htm IDEA: XBRL DOCUMENT v3.26.1
Net Loss Per Share of Common Stock (Tables)
6 Months Ended
Feb. 28, 2026
Earnings Per Share [Abstract]  
Schedule of stock-based compensation plan awards were excluded from the computation of diluted net loss per share of common stock

The following stock‑based compensation plan awards were excluded from the computation of diluted net loss per share of common stock for the periods presented because including them would have an antidilutive effect on the net loss per share (in thousands of shares):

 

 

 

Three Months Ended

 

 

Six Months Ended

 

 

 

February 28, 2026

 

 

February 28, 2025

 

 

February 28, 2026

 

 

February 28, 2025

 

Stock units and stock options to purchase common stock

 

 

9

 

 

 

15

 

 

 

25

 

 

28

 

XML 34 R27.htm IDEA: XBRL DOCUMENT v3.26.1
Income Taxes (Tables)
6 Months Ended
Feb. 28, 2026
Income Tax Disclosure [Abstract]  
Schedule of income (loss) before income taxes

The Company’s loss before income taxes for the three and six months ended February 28, 2026 and 2025 consisted of the following (in thousands):

 

 

 

Three Months Ended

 

 

Six Months Ended

 

 

 

 

February 28, 2026

 

 

February 28, 2025

 

 

February 28, 2026

 

 

February 28, 2025

 

 

U.S. operations

 

$

(101

)

 

$

(145

)

 

$

 

(196

)

 

$

 

(283

)

 

Foreign operations

 

 

(502

)

 

 

533

 

 

 

 

(1,149

)

 

 

 

124

 

 

Loss before income taxes

 

$

(603

)

 

$

388

 

 

$

 

(1,345

)

 

$

 

(159

)

 

XML 35 R28.htm IDEA: XBRL DOCUMENT v3.26.1
Business (Details)
6 Months Ended
Feb. 28, 2026
Subsidiary
Business  
Date of entity incorporation Jan. 04, 2005
Number of wholly owned subsidiaries 1
XML 36 R29.htm IDEA: XBRL DOCUMENT v3.26.1
Summary of Significant Accounting Policies - Basis of Presentation and Use of Estimates (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended 12 Months Ended
Feb. 28, 2026
Feb. 28, 2025
Feb. 28, 2026
Feb. 28, 2025
Aug. 31, 2025
Aug. 31, 2024
Accounting Policies [Abstract]            
Losses from operations $ (845) $ 110 $ (1,856) $ (547) $ (1,600) $ (2,900)
Net cash used in operating activities     (1,564) (1,247) (2,200) 361
Gross profits (losses) on product sales 6 1,003 24 1,263 2,400 $ 1,100
Cash and cash equivalents $ 3,978 $ 2,400 $ 3,978 $ 2,400 $ 2,593  
XML 37 R30.htm IDEA: XBRL DOCUMENT v3.26.1
Summary of Significant Accounting Policies - Others (Details) - USD ($)
$ in Thousands
3 Months Ended
Feb. 28, 2026
Aug. 31, 2025
Restricted Cash and Cash Equivalents    
Restricted Cash, Noncurrent $ 173 $ 177
Revenues Recognition    
Minimum warranty period 3 months  
Maximum warranty period 2 years  
XML 38 R31.htm IDEA: XBRL DOCUMENT v3.26.1
Summary of Significant Accounting Policies - Concentration of Credit Risk (Details)
3 Months Ended 6 Months Ended
Feb. 28, 2026
USD ($)
Feb. 28, 2025
USD ($)
Feb. 28, 2026
USD ($)
Feb. 28, 2025
USD ($)
Feb. 28, 2026
TWD ($)
Aug. 31, 2025
USD ($)
Aug. 31, 2025
TWD ($)
Concentration Risk [Line Items]              
Cash and cash equivalents $ 3,978,000 $ 2,400,000 $ 3,978,000 $ 2,400,000   $ 2,593,000  
Cash in excess of FDIC insured limits 0   0     0  
Cash in excess of CDIC insured amount $ 3,500,000   $ 3,500,000     2,281,000  
Net Revenues | Product Concentration | Buy-Sell Purchase Orders of Equipment              
Concentration Risk [Line Items]              
Concentration risk (as a percent)     36.00%        
Net Revenues | Customer Concentration | Top Ten Customers              
Concentration Risk [Line Items]              
Concentration risk (as a percent) 89.00% 99.00% 91.00% 98.00%      
United States | U.S. Dollars              
Concentration Risk [Line Items]              
Cash and cash equivalents $ 187,000   $ 187,000     187,000  
Taiwan              
Concentration Risk [Line Items]              
Insurance coverage limit by CDIC 96,077   96,077   $ 3,000,000 96,077 $ 3,000,000
Taiwan | U.S. Dollars              
Concentration Risk [Line Items]              
Cash and cash equivalents 3,572,000   3,572,000     2,163,000  
Taiwan | New Taiwan Dollars              
Concentration Risk [Line Items]              
Cash and cash equivalents 80,000   80,000     112,000  
Taiwan | Other Currencies              
Concentration Risk [Line Items]              
Cash and cash equivalents 139,000   139,000     $ 131,000  
Taiwan | Maximum              
Concentration Risk [Line Items]              
Cash, FDIC insured amount $ 250,000   $ 250,000        
Few Select Markets, including the United States, Japan, Taiwan and Netherlands | Net Revenues | Geographic Concentration              
Concentration Risk [Line Items]              
Concentration risk (as a percent) 69.00% 98.00% 86.00% 97.00%      
XML 39 R32.htm IDEA: XBRL DOCUMENT v3.26.1
Summary of Significant Accounting Policies - Noncontrolling Interests (Details)
$ in Thousands, $ in Millions
3 Months Ended 21 Months Ended
Sep. 01, 2024
shares
Sep. 01, 2018
USD ($)
shares
Sep. 01, 2018
TWD ($)
shares
May 31, 2022
shares
Sep. 30, 2020
shares
Feb. 28, 2026
shares
Aug. 31, 2025
shares
Aug. 31, 2018
shares
Minority Interest [Line Items]                
Common stock, shares issued           8,258,000 8,258,000  
Taiwan Bandaoti Zhaoming Co., Ltd.                
Minority Interest [Line Items]                
Common stock, shares issued   12,501,715 12,501,715         12,087,715
Common stock issued during period, shares   414,000 414,000          
Common stock issued during period, value   $ 176 $ 5.4          
Noncontrolling interest (as percentage)   3.31% 3.31%     0.00% 0.00% 0.00%
Taiwan SemiLEDs | Taiwan Bandaoti Zhaoming Co., Ltd.                
Minority Interest [Line Items]                
Common shares purchased form non-controlling interests 329,000     52,000 33,000      
XML 40 R33.htm IDEA: XBRL DOCUMENT v3.26.1
Summary of Significant Accounting Policies - Recent Accounting Pronouncements (Details)
6 Months Ended
Feb. 28, 2026
Accounting Policies [Abstract]  
Change in Accounting Principle, Accounting Standards Update, Adopted [true false] true
Change in Accounting Principle, Accounting Standards Update, Immaterial Effect [true false] true
Accounting Standards Update [Extensible Enumeration] us-gaap:AccountingStandardsUpdate202307Member
XML 41 R34.htm IDEA: XBRL DOCUMENT v3.26.1
Balance Sheet Components - Inventories (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Feb. 28, 2026
Feb. 28, 2025
Feb. 28, 2026
Feb. 28, 2025
Aug. 31, 2025
Disclosure Text Block Supplement [Abstract]          
Raw materials $ 371   $ 371   $ 411
Work in process 880   880   1,051
Finished goods 3,634   3,634   3,314
Total 4,885   4,885   $ 4,776
Inventory write-downs $ 126 $ 50 $ 278 $ 146  
XML 42 R35.htm IDEA: XBRL DOCUMENT v3.26.1
Balance Sheet Components - Property, Plant and Equipment (Details) - USD ($)
$ in Thousands
Feb. 28, 2026
Aug. 31, 2025
Property Plant And Equipment [Line Items]    
Total property, plant and equipment $ 42,527 $ 44,261
Less: Accumulated depreciation and amortization (40,174) (41,548)
Property, plant and equipment, net 2,353 2,713
Buildings and improvements    
Property Plant And Equipment [Line Items]    
Total property, plant and equipment 13,744 14,010
Machinery and equipment    
Property Plant And Equipment [Line Items]    
Total property, plant and equipment 26,359 27,735
Leasehold improvements    
Property Plant And Equipment [Line Items]    
Total property, plant and equipment 160 163
Other equipment    
Property Plant And Equipment [Line Items]    
Total property, plant and equipment 2,264 2,339
Construction in progress    
Property Plant And Equipment [Line Items]    
Total property, plant and equipment $ 0 $ 14
XML 43 R36.htm IDEA: XBRL DOCUMENT v3.26.1
Balance Sheet Components - Intangible Assets (Details) - USD ($)
$ in Thousands
6 Months Ended 12 Months Ended
Feb. 28, 2026
Aug. 31, 2025
Finite Lived Intangible Assets [Line Items]    
Gross Carrying Amount $ 946 $ 947
Accumulated Amortization 836 847
Total $ 110 $ 100
Patents and trademarks    
Finite Lived Intangible Assets [Line Items]    
Weighted Average Amortization Period (Years) 15 years 15 years
Gross Carrying Amount $ 620 $ 614
Accumulated Amortization 510 514
Total $ 110 $ 100
Acquired technology    
Finite Lived Intangible Assets [Line Items]    
Weighted Average Amortization Period (Years) 5 years 5 years
Gross Carrying Amount $ 326 $ 333
Accumulated Amortization 326 333
Total $ 0 $ 0
XML 44 R37.htm IDEA: XBRL DOCUMENT v3.26.1
Balance Sheet Components - Accrued Expenses and Other Current Liabilities (Details) - USD ($)
$ in Thousands
Feb. 28, 2026
Aug. 31, 2025
Accrued Liabilities and Other Liabilities [Abstract]    
Accrued compensation and benefits $ 2,003 $ 2,127
Customer deposits 6,302 796
Accrued business expenses 242 215
Accrued professional service fees 73 109
Other (individually less than 5% of total accrued expenses and other current liabilities) 304 529
Total $ 8,924 $ 3,776
Maximum percentage of total accrued expenses and other current liabilities 5.00% 5.00%
XML 45 R38.htm IDEA: XBRL DOCUMENT