LEDS SemiLEDS Corporation

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K/A

(Amendment No. 1)

CURRENT REPORT

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

Date of Report (date of earliest event reported): August 29, 2024

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)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of 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))

 

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 LLC

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. ☐

 

 

 

 

 

 

 

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Explanatory Note

In a Current Report on Form 8-K filed with the Securities and Exchange Commission on September 3, 2024, SemiLEDs Corporation (the “Company”) announced, among other things, on August 29, 2024, the Company amended its Amended and Restated Certificate of Incorporation, as amended, to increase the number of authorized share of common stock from 7,500,000 to 15,000,000, and to include an officer exculpation provision. This Current Report on Form 8-K/A is being filed to revise the aforementioned effective date to October 11, 2024.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On October 11, 2024, SemiLEDs Corporation (the “Company”) amended its Amended and Restated Certificate of Incorporation, as amended, to increase the number of authorized share of common stock from 7,500,000 to 15,000,000, and to include an officer exculpation provision. The amendment was approved by the Company’s board of directors on July 3, 2024 and by the Company’s shareholders on August 29, 2024.

The description of the amendment set forth above is qualified by reference to the full text of the Company’s Certificate of Amendment to the Amended and Restated Certificate of Incorporation, a copy of which is being filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 5.07. Submission of Matters to a Vote of Security Holders.

On August 29, 2024, the SemiLEDs Corporation (the "Company") held its 2024 Annual Meeting of Stockholders (the "Annual Meeting"). At the Annual Meeting, holders of the Company’s common stock voted on seven proposals: (1) election of five directors to hold office until the 2025 Annual Meeting of Stockholders; (2) ratification of the appointment of KCCW Accountancy Corp. as the Company’s independent registered public accounting firm for the fiscal year ending August 31, 2024; (3) advisory vote on compensation of the Company’s named executive officers; (4) advisory vote on the frequency of holding future advisory votes on executive compensation; (5) approve the amendment of the restated certificate of incorporation to increase the number of authorized shares of common stock from 7,500,000 to 15,000,000; (6) approval of the issuance of shares of the Company's common stock to repay a Loan Agreement with Mr. Trung Doan; and (7) approve the amendment of the restated certificate of incorporation to include an officer exculpation provision.

The final votes cast on the seven proposals were as follows:

Proposal 1:

The following individuals were elected to serve as directors of the Company for a one-year term ending with the 2025 Annual Meeting of Stockholders by the votes set forth in the following table:

 

		Votes For			Votes Withheld			Broker Non-Votes
Trung T. Doan			3,845,088			22,921			973,532
Walter Michael Gough			3,845,251			22,758			973,532
Dr. Edward Hsieh			3,844,183			23,826			973,532
Scott R. Simplot			3,807,595			60,414			973,532
Dr. Chris Chang Yu			3,844,336			23,673			973,532

Proposal 2:

The appointment of KCCW Accountancy Corp. as the Company’s independent registered public accounting firm for the fiscal year ending August 31, 2024 was ratified by the votes set forth in the following table:

 

Votes For				Votes Against				Abstain				Broker Non-Votes (1)
	4,687,767				146,093				7,681				0

 

 

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Proposal 3:

The stockholders approved, on an advisory (non-binding) basis, the compensation of the Company’s named executive officers, by the votes set forth in the following table:

 

Votes For				Votes Against				Abstain				Broker Non-Votes
	3,818,701				45,986				3,322				973,532

 

Proposal 4:

The stockholders approved, on an advisory (non-binding) basis, the frequency of holding future advisory votes on executive compensation every three years, by the votes set forth in the following table:

 

Votes For One year				Votes For Two years				Votes For Three years			Abstain				Broker Non-Votes
	73,800				1,979			3,779,661				12,569				973,532

Accordingly, the Company will hold an advisory vote for every three years.

Proposal 5:

The stockholders approved the amendment of the restated certificate of incorporation to increase the number of authorized shares of common stock from 7,500,000 to 15,000,000, by the votes set forth in the following table:

 

Votes For				Votes Against				Abstain				Broker Non-Votes
	4,517,094				318,001				6,446				0

 

Proposal 6:

The stockholders approved the issuance of shares of the Company's common stock to repay a Loan Agreement with Mr. Trung Doan, by the votes set forth in the following table:

 

Votes For				Votes Against				Abstain				Broker Non-Votes
	3,822,773				30,015				15,221				973,532

 

Proposal 7:

The stockholders approved the amendment of the restated certificate of incorporation to include an officer exculpation provision, by the votes set forth in the following table:

 

Votes For				Votes Against				Abstain				Broker Non-Votes
	3,791,174				74,579				2,256				973,532

 

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Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
3.1		Certificate of Amendment to the Amended and Restated Certificate of Incorporation of SemiLEDs Corporation dated August 29, 2024.

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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: August 29, 2024
		SemiLEDs Corporation
		By:		/s/ Christopher Lee
		Name:		Christopher Lee
		Title:		Chief Financial Officer

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EXHIBIT 3.1

CERTIFICATE OF AMENDMENT TO THE AMENDED

AND RESTATED CERTIFICATE OF INCORPORATION OF SEMILEDS CORPORATION

The undersigned, Trung Tri Doan, hereby certifies that:

1. He is the duly elected and acting Chief Executive Officer of SemiLEDs Corporation, a Delaware corporation.

2. The Certificate of Incorporation of this corporation was originally filed with the Delaware Secretary of State on January 4, 2005.

3. Pursuant to Section 242 of the General Corporation Law of the State of Delaware, this Certificate of Amendment of Restated Certificate of Incorporation amends and restates the second paragraph of Article IV of this corporation’s Certificate of Incorporation to read as follows:

“(A) the Corporation is authorized to issue two classes of stock to be designated, respectively, “Common Stock” and Preferred Stock”. The total number of shares which the Corporation is authorized to issue is 15,000,000 shares, consisting of 15,000,000 shares of Common Stock, par value $0.0000056 per share.”

4. Pursuant to Section 242 of the General Corporation Law of the State of Delaware, this Certificate of Amendment of Restated Certificate of Incorporation amends and restates the first paragraph of Article XII of this corporation’s Certificate of Incorporation to read as follows:

“(A) To the fullest extent permitted by the DGCL as the same exists or as may hereafter be amended, no director or officer of the Corporation shall be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director or officer. If the DGCL is hereafter amended to authorize corporate action further limiting or eliminating the personal liability of directors or officers, then the liability of the directors or officers of the Corporation shall be limited or eliminated to the fullest extent permitted by the DGCL, as so amended from time to time.”

5. The foregoing Certificate of Amendment has been duly adopted by this corporation’s Board of Directors and stockholders in accordance with the applicable provisions of Sections 228 and 242 of the General Corporation Law of the State of Delaware.

Executed August 29, 2024.

/s/ Trung Tri Doan

Trung Tri Doan

Chief Executive Officer

 

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v3.24.3

Document and Entity Information	Aug. 29, 2024
Cover [Abstract]
Document Type	8-K/A
Amendment Flag	true
Amendment Description	In a Current Report on Form 8-K filed with the Securities and Exchange Commission on September 3, 2024, SemiLEDs Corporation (the “Company”) announced, among other things, on August 29, 2024, the Company amended its Amended and Restated Certificate of Incorporation, as amended, to increase the number of authorized share of common stock from 7,500,000 to 15,000,000, and to include an officer exculpation provision. This Current Report on Form 8-K/A is being filed to revise the aforementioned effective date to October 11, 2024.
Document Period End Date	Aug. 29, 2024
Entity Registrant Name	SEMILEDS CORPORATION
Entity Incorporation, State or Country Code	DE
Current Fiscal Year End Date	--08-31
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

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