Current Report Filing (8-k)

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)

September 9, 2019

AEHR TEST SYSTEMS

(Exact name of registrant as specified in its charter)

California	000-22893	94-2424084
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

400 KATO TERRACE FREMONT, CA 94539
(Address of principal executive offices, including zip code)

510-623-9400
(Registrant’s telephone number, including area code)

N/A
(Former name or former address, if changed since last report)

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	Trading Symbol(s)	Name of each exchange on which registered
Common Stock	AEHR	The NASDAQ Capital Market

Item 8.01. Other Events.

On September 9, 2019, the board of directors (the “Board”) of Aehr Test Systems (the “Company”) appointed Laura Oliphant to serve on the Audit Committee of the Board (the “Audit Committee”) and the Compensation Committee of the Board (the “Compensation Committee”).

As previously disclosed, on August 21, 2019, the Company provided to the NASDAQ Stock Market (“NASDAQ”) notice that, as a result of the vacancies on the Audit Committee and the Compensation Committee created by the death of Dr. William W. R. Elder, OBE on August 17, 2019, the Company no longer complied with NASDAQ Listing Rule 5605(c)(2)(A), which requires that the Audit Committee be comprised of at least three directors who meet certain independence and other requirements, and NASDAQ Listing Rule 5605(d)(2)(A), which requires that the Compensation Committee be comprised of at least two directors who meet certain independence and other requirements. With the appointment of Ms. Oliphant to the Audit Committee and the Compensation Committee, the Company has regained compliance with NASDAQ Listing Rule 5605(c)(2)(A) and NASDAQ Listing Rule 5605(d)(2)(A).

On September 9, 2019, the Board appointed Howard T. Slayen to serve on the Corporate Governance and Nominating Committee of the Board.

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.