Item
1.01. Entry into a Material Definitive Agreement
On
April 13, 2017, Aehr Test Systems (the “Company”) entered into an underwriting agreement (the
“Underwriting Agreement”) with Craig-Hallum Capital Group LLC (the “Underwriter”) relating to the
public offering (the “Offering”) of 3,846,154 shares of the Company’s common stock, $0.01 par value per
share (the “Common Stock”), at a price to the public of $3.90 per share. Under the terms of the Underwriting
Agreement, the Company also granted the Underwriter a 30-day option to purchase up to an additional 576,923 shares of Common
Stock to cover over-allotments, if any. The Underwriter notified the Company of the exercise in full of their option to
purchase the additional shares on April 13, 2017, and the Offering, including the sale of shares of Common Stock subject to
the Underwriter’s over-allotment option, closed on April 19, 2017. The net proceeds to the Company from the
Offering, after deducting the underwriting discount and estimated offering expenses payable by the Company, are expected to
be approximately $15.8 million.
The
shares of Common Stock were being offered and sold pursuant to the Company’s shelf registration statement on
Form S-3 (Registration No. File No. 333-216792), which was declared effective by the Securities and Exchange
Commission on March 24, 2017, as supplemented by a preliminary prospectus supplement, dated April 10, 2017, and a final
prospectus supplement, dated April 13, 2017, each filed with the Securities and Exchange Commission pursuant to
Rule 424(b) under the Securities Act of 1933, as amended.
The
Underwriting Agreement contains customary representations, warranties and agreements by the Company. Under the terms of the Underwriting
Agreement, the Company has agreed to indemnify the Underwriter against certain liabilities.
The
Underwriting Agreement has been filed with this report to provide information regarding its terms. It is not intended to provide
any other factual information about the Company. The representations, warranties and covenants contained in the Underwriting Agreement
were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement,
and may be subject to limitations agreed upon by the contracting parties.
Pursuant to the Underwriting
Agreement, directors and executive officers of the Company entered into agreements in substantially the form included as an exhibit
to the Underwriting Agreement providing for a 90-day “lock-up” period with respect to sales of specified securities,
subject to certain exceptions.
The
foregoing is only a brief description of the material terms of the Underwriting Agreement, does not purport to be a complete description
of the rights and obligations of the parties thereunder, and is qualified in its entirety by reference to the Underwriting Agreement
that is filed as Exhibit 1.1 to this Current Report on Form 8-K and incorporated herein by reference.