Attached files
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| EX-1.1 - UNDERWRITING AGREEMENT - AEHR TEST SYSTEMS | aehr_exh11.htm |
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 17,
2021
AEHR TEST SYSTEMS
(Exact name of registrant as specified in its charter)
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California
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000-22893
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94-2424084
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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400 KATO TERRACE, FREMONT, CA
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94539
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including area code:
510-623-9400
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:
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☐
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Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
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☐
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Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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Securities
registered pursuant to Section 12(b) of the Exchange
Act:
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Title of each class
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TradingSymbol(s)
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Name of each exchangeon which registered
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Common Stock, par value $0.01 per share
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AEHR
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The Nasdaq Capital Market
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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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Item 1.01
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Entry into a Material Definitive Agreement.
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On
September 17, 2021, AEHR Test Systems (the “Company”)
entered into a sales agreement (the “Sales Agreement”)
with Craig-Hallum Capital Group LLC (the “Agent”), in
connection with the offer and sale of up to $25,000,000 of shares
of the Company’s common stock, par value $0.01 per share
(“ATM Shares”). The ATM Shares to be offered and sold
under the Sales Agreement will be issued and sold pursuant to a
registration statement on Form S-3 (File No. 333-259317), dated
September 3, 2021 that became effective with the Securities and
Exchange Commission (the “Commission”) on September 17,
2021. A prospectus supplement relating to the offering of the ATM
Shares was filed with the Commission on September 17, 2021 (the
“Prospectus Supplement”).
Subject
to the terms and conditions of the Sales Agreement, the Agent will
use commercially reasonable efforts, consistent with its normal
trading and sales practices and applicable state and federal law,
rules and regulations and the rules of the Nasdaq Stock Market, LLC
(“Nasdaq”), to sell ATM Shares from time to time based
upon the Company’s instructions, including any price, time or
size limits or other customary parameters or conditions the Company
may impose.
The
Company is not obligated to make any sales of ATM Shares, and Agent
is not required to sell any specific number or dollar amount of
shares of the ATM Shares under the Sales Agreement. The Company or
the Agent may suspend or terminate the offering of ATM Shares upon
notice to the other party and subject to other
conditions.
Under
the Sales Agreement, the Agent may sell ATM Shares by any method
permitted by law deemed to be an “at the market
offering” as defined in Rule 415 of the Securities Act of
1933, as amended (the “Securities Act”), and the rules
and regulations thereunder, including, without limitation, sales
made directly on or through Nasdaq, on or through any other
existing trading market for the Company’s shares of common
stock or to or through a market maker. If expressly authorized by
the Company, the Agent may also sell ATM Shares in privately
negotiated transactions. The Company agreed to pay the Agent a
commission up to 3.0% of the gross proceeds from the sales of ATM
Shares pursuant to the Sales Agreement.
The
Sales Agreement contains customary representations, warranties and
agreements by the Company, customary conditions to closing,
indemnification obligations of the Company and the Agent against
certain liabilities, including for liabilities under the Securities
Act, and termination provisions. The provisions of the Sales
Agreement, including the representations and warranties contained
therein, are not for the benefit of any party other than the
parties to such agreement and are not intended as a document for
investors and the public to obtain factual information about the
current state of affairs of the Company. Rather, investors and the
public should look to other disclosures contained in the
Company’s filings with the Commission.
The
foregoing description of the Sales Agreement is a summary of its
material terms, does not purport to be complete, and is qualified
in its entirety by reference to the Sales Agreement, a copy of
which is filed as Exhibit 1.1 to this Current Report on Form 8-K
and is incorporated herein by reference.
This
Current Report on Form 8-K shall not constitute an offer to sell or
the solicitation of an offer to buy the securities discussed
herein, nor shall there be any sale of such securities in any state
or jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of any such state or jurisdiction.
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Item 9.01
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Financial Statements and Exhibits.
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(d) Exhibits
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Exhibit No.
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Description
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1.1
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Sales
Agreement, dated September 17, 2021, by and between the Company and
Craig-Hallum Capital Group LLC as sales agent
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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.
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AEHR
TEST SYSTEMS
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Date: September 17, 2021
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/s/ Kenneth B. Spink
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Name:
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Kenneth B. Spink
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Title:
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Vice President of Finance and Chief Financial Officer
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