UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (date of earliest event reported): May 25, 2020

SEMILEDS CORPORATION

(Exact name of registrant as specified in its 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 the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

 


 

Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On November 25, 2019, the Company received a notice from The NASDAQ Stock Market (“Nasdaq”) indicating that the Company did not meet the minimum of $2,500,000 in stockholders’ equity required by Listing Rule 5550(b)(1) for continued listing.  The Company also did not meet the alternatives of market value of listed securities or net income from continuing operations. Under the listing rule, the Company had 45 calendar days to submit a plan to regain compliance, which the Company did. The plan was accepted by Nasdaq, and Nasdaq granted an extension of up to May 25, 2020 for the Company to regain compliance.

As reported in the Company’s Quarterly Report on Form 10-Q, the Company’s total stockholders’ equity as of February 29, 2020 was $2,393 thousand.  Since the Form 10-Q was filed on April 10, 2020, the Company entered into a Common Stock Purchase Agreement dated May 25, 2020 with FengShuang Zhu to purchase 33,333 shares of common stock for an aggregate purchase price of $100,000, and the partial conversion of the convertible unsecured promissory note held by J.R Simplot Company and the Company’s Chairman and CEO Trung Doan to Common stocks. As a result of the stock sale, and partial conversion of the promissory note to common stock, as of the date of this Form 8-K, the Company believes that is has regained compliance with the stockholders’ equity requirement.

The Company understands that Nasdaq will continue to monitor the Company’s ongoing compliance with the stockholders’ equity requirement and, if at the time of its next periodic report the Company does not evidence compliance, that it may be subject to delisting.

 

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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: May 25, 2020

 

 

 

 

SemiLEDs Corporation

 

 

 

 

By:

/s/ Christopher Lee

 

Name:

Christopher Lee

 

Title:

Chief Financial Officer

 

 

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