UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act
of 1934
Date of
Report (Date of earliest event reported)
April 23, 2020
AEHR TEST SYSTEMS
(Exact
name of registrant as specified in its charter)
California
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000-22893
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94-2424084
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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400 KATO TERRACE, FREMONT, CA 94539
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(Address
of principal executive offices, including zip code)
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510-623-9400
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(Registrant’s
telephone number, including area code)
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N/A
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(Former
name or former address, if changed since last report)
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Check
the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant
under any of the following provisions (see General Instruction A.2.
below):
☐
Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Indicate by check
mark whether the registrant is an emerging growth company as
defined in Rule 405 of the Securities Act of 1933 (§230.405 of
this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934
(§240.12b-2 of this chapter).
Emerging growth
company ☐
If an
emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided
pursuant to Section 13(a) of the Exchange Act. ☐
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
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Trading
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Name of
each exchange on which registered
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Symbol(s)
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Common
Stock, par value $0.01 per share
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AEHR
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The
NASDAQ Capital Market
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Item 1.01. Entry into a Material Definitive Agreement.
On April 23, 2020, Aehr Test Systems (the “Company”)
obtained an unsecured loan in the aggregate amount of $1,678,789
(the “Loan”) from Silicon Valley Bank (the
“Lender”) pursuant to the Paycheck Protection Program
established under the Coronavirus Aid, Relief, and Economic
Security Act (the “CARES Act”) and guaranteed by the
U.S. Small Business Administration (the “SBA”). The
Loan is evidenced by a promissory note dated April 23, 2020 (the
“Note”).
The Note bears an interest rate of 1.00% and a term of two years
from the date of the Note (the “Maturity Date”). Under
the Note, no payments are due for the first six months from the
date of the Note (the “Deferral Period”). During the
Deferral Period, interest will continue to accrue on the principal
of the Note. Commencing one month after the Deferral Period, the
Company will pay monthly payments of principal and interest under
the Note, in such equal amounts required to fully amortize by the
Maturity Date the outstanding principal of the Note on the last day
of the Deferral Period, with all unpaid principal and interest
under the Note due on the Maturity Date. The Note contains
customary events of default relating to, among other things, breach
of the terms of the Note, payment defaults under other loans with
the Lender, failure to disclose any material fact to the Lender or
the SBA, making a materially false and misleading representation to
the Lender or the SBA, cross-default, bankruptcy, an adverse change
in financial condition or business operation materially affecting
the Company’s ability to pay under the Note, a reorganization
or similar transaction or a civil or criminal action that Lender
believes may materially affect the Company’s ability to pay
under the Note. The occurrence of an event of default may result in
the repayment of all amounts outstanding, collection of all amounts
owing from the Company, or filing suit and obtaining judgment
against the Company.
Under the terms of the CARES Act, PPP loan recipients can apply for
and be granted forgiveness for all or a portion of loans granted
under the PPP. Such forgiveness will be determined, subject to
limitations, based on the use of loan proceeds for payment of
payroll costs and any payments of mortgage interest, rent, and
utilities. No assurance can be given that the Company will obtain
forgiveness of the amount due under the Note in whole or in
part.
The foregoing descriptions of the Note do not purport to be
complete and are qualified in their entirety by reference to the
full text of the Note, which is attached as Exhibit 10.1 to this
Form 8-K and incorporated herein by reference.
Item 2.03. Creation of a Direct Financial Obligation or an
Obligation under an Off-Balance Sheet Arrangement of a
Registrant.
The information disclosed in Item 1.01 above is incorporated herein
by reference.
Item 9.01. Financial Statements and Exhibits.
(d)
Exhibits.
Exhibit No.
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Description
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Promissory
Note, dated April 23, 2020, by and between Aehr Test Systems and
Silicon Valley Bank.
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
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Aehr Test
Systems
(Registrant)
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Date: April 28,
2020
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By:
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/s/ Kenneth B.
Spink
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Kenneth B.
Spink
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Vice President of
Finance and
Chief Financial
Officer
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