UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported): August 17, 2019
SEMILEDS CORPORATION
(Exact name of registrant as specified in charter)
Delaware | 001-34992 | 20-2735523 |
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
3F, No.11 Ke Jung Rd., Chu-Nan Site, Hsinchu Science Park, Chu-Nan 350, Miao-Li County, Taiwan, R.O.C. | | 350 |
(Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code: +886-37-586788
N/A
(Former name or former address if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | | TradingSymbol(s) | | Name of each exchange on which registered |
Common Stock, par value $0.0000056 | | LEDs | | The Nasdaq Stock Market |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of registrant under any of the following provisions:
☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ | Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR 240.14a-12) |
☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 8.01. Other Events.
On August 17, 2019, SemiLEDs Corporation (the “Company”) received an offer dated August 17, 2019 from Xian Chang Ma, an individual investor resident in China, to purchase 680,000 shares of the Company’s common stock at $3.00 per share. This would represent approximately 19% of the currently outstanding shares of the Company, or 16% after the closing. The sale of the shares is subject to the Board accepting the offer and the negotiation and execution of a definitive stock purchase agreement. Upon the closing of the sale, the Board of Directors expects to nominate Mr. Ma to the Company’s Board of Directors. Mr. Ma is the Chairman and CEO of Shandong Tengjunxiang Biotechnology Co., Ltd. The offer also contemplates that the Company would change the Chinese name of its principal subsidiary from SemiLEDs Optoelectronics Co., Ltd. to SemiLEDs Tengjun Technology Co., Ltd.
The Company’s Board will decide whether to pursue the offer on or before 5:00PM EST August 30th, 2019. There is no assurance that the Board of Directors will approve the investment, if at all. Even if the offer is accepted, the Company might not be able to negotiate and enter into a definitive stock purchase agreement on acceptable terms or that any sale will be completed. The Company has previously announced similar investments that were not completed. Therefore, you should not rely on the possibility that the investment will be completed, if at all, when deciding whether to purchase or sell the Company’s common stock.
Forward Looking Statements
This Current Report on Form 8-K contains statements that may constitute “forward-looking” statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and as defined in the U.S. Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact could be deemed forward-looking, including, but not limited to, a possible investment in the Company, the ability to negotiate a definitive stock purchase agreement or the ability to close any investment. These forward-looking statements are based on current expectations, estimates, forecasts and projections of future SemiLEDs’ or industry performance based on management’s judgment, beliefs, current trends and market conditions and involve risks and uncertainties that may cause actual results to differ materially from those contained in the forward-looking statements. SemiLEDs’ Annual Report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) and other SemiLEDs filings with the SEC (which you may obtain for free at the SEC’s website at http://www.sec.gov) discuss some of the important risks and other factors that may affect SemiLEDs’ business, results of operations and financial condition. SemiLEDs undertakes no intent or obligation to publicly update or revise any of these forward looking statements, whether as a result of new information, future events or otherwise, except as required by law.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Date: August 20, 2019 | | | |
| | | |
| | SemiLEDs Corporation |
| | | | |
| | By: | | /s/ Christopher Lee |
| | Name: | | Christopher Lee |
| | Title: | | Chief Financial Officer |
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