Form 8-K - Current report

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): November 10, 2023

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	Trading Symbol(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 2.02. Results of Operations and Financial Condition.

On November 10, 2023, SemiLEDs Corporation issued a press release announcing its preliminary financial results for the fourth quarter and the fiscal year ended August 31, 2023.

Such information is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.


Exhibit No.		Description

99.1		Press release, dated November 10, 2023, entitled “SemiLEDs Reports Fourth Quarter and Fiscal Year End 2023 Financial Results.”
104		Cover Page Interactive Data File - the cover page iXBRL tags are embedded within the Inline XBRL document.

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: November 13, 2023

	SemiLEDs Corporation

	By:	/s/ Christopher Lee
	Name:	Christopher Lee
	Title:	Chief Financial Officer

Exhibit 99.1

SemiLEDs Reports Fourth Quarter and Fiscal Year End 2023

Financial Results

Hsinchu, Taiwan (November 10, 2023)— SemiLEDs Corporation (NASDAQ: LEDS), “SemiLEDs” or the “Company,” a developer and manufacturer of LED chips and LED components, today announced its financial results for the fourth quarter and full year of fiscal year 2023, ended August 31, 2023.

Revenue for the fourth quarter of fiscal 2023 decreased to $1.5 million, compared to $1.7 million in the third quarter of fiscal 2023. GAAP net loss attributable to SemiLEDs stockholders for the fourth quarter of fiscal 2023 increased to $881 thousand, or $(0.18) per diluted share, compared to a net loss of $756 thousand, or $(0.15) per diluted share, in the third quarter of fiscal 2023.

GAAP gross margin for the fourth quarter of fiscal 2023 decreased to 3%, compared to 14% for the third quarter of fiscal 2023. Operating margin for the fourth quarter of fiscal 2023 decreased to negative 73%, compared with negative 58% for the third quarter of fiscal 2023. The Company’s cash and cash equivalents were $2.6 million at August 31, 2023, compared to $3.0 million at the end of the third quarter of fiscal 2023.

We expect revenue for the first quarter ending November 30, 2023 to be approximately $1.5 million +/- 10%.

Revenues for fiscal year 2023 decreased to $6.0 million, compared to $7.1 million in fiscal year 2022. GAAP net loss attributable to SemiLEDs stockholders for fiscal year 2023 was $2.7 million, or $(0.55) per diluted share, compared to a net loss of $2.7 million, or $(0.61) per diluted share, in fiscal year 2022.

GAAP gross margin for fiscal year 2023 decreased to 17%, compared with gross margin for fiscal year 2022 of 20%. Operating margin for fiscal year 2023 decreased to negative 57%, compared with negative 45% in fiscal year 2022. The Company’s cash and cash equivalents were $2.6 million as of August 31, 2023, compared to $4.3 million as of August 31, 2022.

About SemiLEDs

SemiLEDs develops, manufactures, and sells LED chips and LED components for general lighting applications, including street lights and commercial, industrial, system and residential lighting, along with specialty industrial applications such as ultraviolet (UV) curing, medical/cosmetic, counterfeit detection, horticulture, architectural lighting and entertainment lighting. SemiLEDs sells blue, white, green and UV LED chips.

Forward Looking Statements

This press release 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, revenue expectations for the first quarter ending November 30, 2023, any statements about historical results that may suggest trends for SemiLEDs’ business; any statements of the plans, strategies and objectives of management for future operations; any statements of expectation or belief regarding recovery of the LED industry, market opportunities and other future events or technology developments; any statements regarding SemiLEDs’ position to capitalize on any market opportunities; and any statements of assumptions underlying any of the foregoing. 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.

Contacts:

Christopher Lee

Chief Financial Officer

SemiLEDs Corporation

+886-37-586788

investor@semileds.com

SEMILEDS CORPORATION AND SUBSIDIARIES

Unaudited Condensed Consolidated Balance Sheets

(In thousands of U.S. dollars)


	August 31,			August 31,
	2023			2022
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	2,572		$	4,274
Restricted cash and cash equivalents		78			82
Accounts receivable (including related parties), net		793			880
Inventories		4,022			3,784
Prepaid expenses and other current assets		129			123
Total current assets		7,594			9,143
Property, plant and equipment, net		3,233			4,139
Operating lease right of use assets		1,371			1,578
Intangible assets, net		97			102
Investments in unconsolidated entities		974			922
Other assets		186			170
TOTAL ASSETS	$	13,455		$	16,054
LIABILITIES AND EQUITY
CURRENT LIABILITIES:
Current installments of long-term debt	$	5,042		$	5,063
Accounts payable		436			286
Accrued expenses and other current liabilities		2,711			2,702
Other payable to related parties		1,374			1,061
Operating lease liabilities, current portion		139			143
Total current liabilities		9,702			9,255
Long-term debt, excluding current installments		1,327			1,866
Operating lease liabilities, less current portion		1,232			1,435
Total liabilities		12,261			12,556
Commitments and contingencies
EQUITY:
SemiLEDs stockholders’ equity
Common stock		—			—
Additional paid-in capital		184,246			183,711
Accumulated other comprehensive income		3,550			3,697
Accumulated deficit		(186,645	)		(183,955	)
Total SemiLEDs stockholders’ equity		1,151			3,453
Noncontrolling interests		43			45
Total equity		1,194			3,498
TOTAL LIABILITIES AND EQUITY	$	13,455		$	16,054

SEMILEDS CORPORATION AND SUBSIDIARIES

Unaudited Condensed Consolidated Statements of Operations

(In thousands of U.S. dollars and shares, except per share data)


	Three Months Ended								Year Ended August 31,
	August 31, 2023				May 31, 2023				2023				2022
Revenues, net	$		1,453		$		1,679		$		5,979		$		7,051
Cost of revenues			1,412				1,438				4,972				5,654
Gross profit			41				241				1,007				1,397
Operating expenses:
Research and development			321				372				1,353				1,484
Selling, general and administrative			787				850				3,058				3,309
Gain on disposals of long-lived assets, net			—				—				—				(196	)
Total operating expenses			1,108				1,222				4,411				4,597
Loss from operations			(1,067	)			(981	)			(3,404	)			(3,200	)
Other income (expenses):
Impairment loss on investments			(1	)			—				(1	)			—
Gain on disposals of investment			—				—				—				—
Interest expenses, net			(68	)			(67	)			(287	)			(369	)
Other income, net			288				295				1,054				1,485
Foreign currency transaction (loss) gain, net			(32	)			(3	)			(52	)			(642	)
Total other income, net			187				225				714				474
Loss before income taxes			(880	)			(756	)			(2,690	)			(2,726	)
Income tax expense		—				—				—				—
Net loss			(880	)			(756	)			(2,690	)			(2,726	)
Less: Net income (loss) attributable to noncontrolling interests			1				—				—				18
Net loss attributable to SemiLEDs stockholders	$		(881	)	$		(756	)	$		(2,690	)	$		(2,744	)
Net loss per share attributable to SemiLEDs stockholders:
Basic and diluted	$		(0.18	)	$		(0.15	)	$		(0.55	)	$		(0.61	)
Shares used in computing net loss per share attributable to SemiLEDs stockholders:
Basic and diluted			4,903				4,897				4,881				4,522

Document and Entity Information	Nov. 10, 2023
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Nov. 10, 2023
Entity Registrant Name	SEMILEDS CORPORATION
Entity Incorporation, State or Country Code	DE
Entity File Number	001-34992
Entity Tax Identification Number	20-2735523
Entity Address, Address Line One	3F, No.11 Ke Jung Rd., Chu-Nan Site
Entity Address, Address Line Two	Hsinchu Science Park, Chu-Nan 350
Entity Address, City or Town	Miao-Li County
Entity Address, Country	TW
Entity Address, Postal Zip Code	350
City Area Code	886
Local Phone Number	37-586788
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Entity Central Index Key	0001333822
Title of 12(b) Security	Common Stock, par value $0.0000056
Trading Symbol	LEDS
Security Exchange Name	NASDAQ