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Item 9A. Controls and Procedures

2022-11-08 compared with 2021-11-29 · 171 added, 106 removed, 353 unchanged (44% of the section changed)

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Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our chief executive officer, or CEO, and our chief financial officer, or CFO, has evaluated the effectiveness of our disclosure controls and procedures as defined in Rules 13a‑15(e) and 15d‑15(e) under the Exchange Act as of August 31, 2021.

In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives.

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Based upon the aforementioned evaluation, our CEO and CFO have concluded that, as of August 31, 2022, our disclosure controls and procedures are designed at a reasonable assurance level and are effective to provide reasonable assurance that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the SEC rules and forms, and that such information is accumulated and communicated to our management, including our CEO and CFO, as appropriate to allow timely decisions regarding required disclosure.

Management’s Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting.

Under the supervision and with the participation of our management, including our CEO and CFO, we assessed the effectiveness of our internal control over financial reporting as of the end of the period covered by this report based on the framework in “Internal Control— Integrated Framework (2013)” issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Integrated Framework (2013)”

issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Based on that assessment, our CEO and CFO concluded that our internal control over financial reporting is effective to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of the financial statements for external purposes in accordance with GAAP, as of August 31, 2022.

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There were no changes in our internal control over financial reporting that occurred during the quarter ended August 31, 2022 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Other Information

Othe r Information

Not applicable.

Directors, Executive Officers and Corporate Governance

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Not applicable.

Directors, Executive Of ficers and Corporate Governance

Our Board of Directors

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Hsieh should serve as a director based on his experience teaching master of business administration classes at National Taiwan University, his service as an International Financial Adviser with Merrill Lynch, Pierce, Fenner & Smith and his management roles at several start-up companies.

Simplot , 75, has served as a director since March 2005.

Simplot , 75, has served as our director since March 2005.

Simplot has been Chairman of the Board of Directors and a Director of J.R.

Simplot Company since May 2001 and August 1970, respectively.

Simplot holds a bachelor of science degree in business from the University of Idaho and a master of business administration degree from the University of Pennsylvania.

Simplot became a director on our Board as part of his duties as the Chairman of the board of J.R.

Simplot served as a Manager of or Partner in various closely held entities such as Block 22 LLC, Broadway Hospitality LLC, Columbia Developments LLC, Empty JP3 Shell, LLC, Idaho Sports Properties LLC, Indian Creek Cattle, LLC, JRS Management L.L.C., JRS Properties III L.P., ESP Development LLC, Hotel 43 LLC, SBP LLLP, Simplot Ketchum Investment, LLC, Simplot Ketchum Properties, LLC, SR Management LLC, SRS Green River LLC, Sunny Slope Orchards Partnership, SRS Properties LLLP, and Sylvan Beach, LLC.

Simplot also serves as a director to various companies such as Bar -U-, Inc., Block 65 and 66 Master Association, Inc., Cal-Ida Chemical Company, Censa of California, Inc., Claremont Realty Company, CS Beef Packers, LLC, CS Property Development, LLC, Glen Dale Farms, Inc., J.R.

Simplot Company Foundation, Inc., J.R.

Simplot Foundation, Inc., JUMP, Inc., JRS India Corporation Private Limited, OSL Depot Condominium Management Association, Inc., Simplot India, LLC, Simplot India Foods Private Limited, Simplot India Properties LLC, Simplot International, Inc., Simplot Latin America Holdings, S.A., Simplot Livestock Co., Simplot Taiwan Inc., SPS International, Inc., SR Simplot Foundation, Inc., Three Creek Ranch Company, and Camas, Inc.

Simplot holds a Bachelor of Science degree in business from the University of Idaho and a Master's in Business Administration from the University of Pennsylvania.

Our Board of Directors has determined that Mr.

Simplot should serve as a director based on the extensive knowledge and insight he brings to our board of directors from his experience serving as Chairman and holding a variety of management positions at a large private company and serving on the boards of directors of companies in a variety of industries.

Simplot became a Director on our board as part of his duties as the Chairman of the Board of J.

Simplot Company, the 100 % owner of Simplot Taiwan, Inc., which was entitled to designate two members of our board of directors in connection with J.R.

Simplot Company's investment in our Series A convertible preferred stock.

Our Board has determined that Mr.

Simplot should serve as a director based on the extensive knowledge and insight he brings to our Board from his experience serving as Chairman and holding a variety of management positions at a large private company and serving on the boards of directors of companies in a variety of industries.

Walter Michael Gough , 68, has served as a director since April 2016.

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Lee has served on numerous boards and held a variety of executive and senior-level positions for several companies, including senior vice president of SMIC.

Previously, he co-founded the SMIC-Toppan JV (TSES) where he served as its vice chairman of its Board of Directors, and had held several senior management positions, including senior fellow and head of flash memory at Micron Technology and was instrumental to the development of Micron’s flash memory program.

More recently, he was COO and a board member of Founder Microelectronics, Inc.

in Shenzhen, China where he was responsible for overall company operations, including fab manufacturing, sales and marketing, facilities, and R&D operations.

Lee earned his Bachelor’s degree and Master’s degree in Electrical Engineering from Iowa State University.

Our Board has determined that Mr.

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In addition to Mr.

Doan, our CEO, who also serves as a director, our executive officers as of November 22, 2021 consisted of the following:

Doan, our CEO, who also serves as a director, our executive officers as of October 31, 2022 consisted of the following:

Christopher Lee, 51, has served as our Chief Financial Officer since September 2015.

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We seek a Board that collectively has a range and diversity of skills, experience, age, industry knowledge and other factors in the context of the needs of the Board.

The biographies of each of the nominees below contains information regarding the person’s service as a director, business experience, director positions held currently or at any time during the last five years and the experiences, qualifications, attributes or skills that caused the Nominating and Corporate Governance Committee to determine that the person should serve as a director of our Company.

In addition to the information presented below regarding each director’s specific experience, qualifications, attributes and skills that led our Nominating and Corporate Governance Committee and Board to the conclusion that he should serve as a director, we also believe that each of our directors has a reputation for integrity, honesty and adherence to high ethical standards.

Each of our directors has demonstrated business acumen and an ability to exercise sound judgment, as well as a commitment of service to our Company and our Board.

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Board Responsibilities and Structure

The Board oversees, counsels, and directs management in the long‑term interests of the Company and our stockholders.

The Board’s responsibilities include:

The Board oversees, counsels, and directs management in the long‑term interests of the Company and our stockholders.

The Board’s responsibilities include:

selecting, evaluating the performance of, and determining the compensation of the CEO and other executive officers;

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Doan to hold the position of both Chairman of the Board and CEO.

Doan’s experience at the Company has afforded him intimate knowledge of the issues, challenges and opportunities facing each of the Company’s businesses.

Accordingly, he is well positioned to focus the Board’s attention on the most pressing issues facing the Company.

Doan’s experience at the Company has afforded him intimate knowledge of the issues, challenges and opportunities facing each of the Company’s businesses.

Accordingly, he is well positioned to focus the Board’s attention on the most pressing issues facing the Company.

The Board has not appointed a lead independent director.

The Board believes its administration of its risk oversight function has not affected the Board’s leadership structure.

Board Committees and Charters

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Our Audit Committee is responsible for, among other things:

reviewing and approving the selection of our independent auditors, and approving the audit and non‑audit services to be performed by our independent auditors;

monitoring the integrity of our financial statements and our compliance with legal and regulatory requirements as they relate to financial statements or accounting matters;

reviewing the adequacy and effectiveness of our internal control policies and procedures;

discussing the scope and results of the audit with the independent auditors and reviewing with management and the independent auditors our interim and year‑end operating results;

preparing the Audit Committee Report that the SEC requires in our annual proxy statement.

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Hsieh and Mr.

Gough meet the requirements of an “audit committee financial expert,” as defined in Regulation S‑K.

Gough meet the requirements of an “audit committee financial expert,”

as defined in Regulation S‑K.

Compensation Committee

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the annual base salary, the annual incentive bonus, including the specific goals and amount, equity compensation, employment agreements, severance arrangements and change in control arrangements, and any other benefits, compensation or arrangements;

reviewing and determining our equity‑based compensation plans;

administering our equity‑based compensation plans.

reviewing and determining our equity‑based compensation plans;

administering our equity‑based compensation plans.

Although the Compensation Committee has the authority to determine the compensation paid to executive officers, other officers, employees, consultants and advisors, it can delegate its responsibility for setting compensation for individuals other than the CEO to a subcommittee, in the case of other officers, or to officers, in the case of employees and consultants.

It may also delegate to officers the authority to grant options or other equity or equity‑based awards to employees who are not executive officers or members of the Board.

It may also generally take into account the recommendations of the CEO, other than with respect to his own compensation.

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It may adopt a policy if such recommendations are received.

Attendance at Board, Committee and Annual Stockholders’ Meetings

Attendance at Board, Committee and Annual Stockholders’

The Board held four meetings in fiscal 2022.

We expect each director to attend every meeting of the Board and the committees on which he serves, and encourage them to attend the annual stockholders’ meeting.

We expect each director to attend every meeting of the Board and the committees on which he serves, and encourage them to attend the annual stockholders’

All directors attended at least 75% of the aggregate meetings of the Board and the committees on which they served in fiscal 2022 and all continuing directors attended the 2022 annual meeting of stockholders.

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This oversight is conducted primarily through the Audit Committee which, on behalf of the Board, is charged with overseeing the principal risk exposures we face and our mitigation efforts in respect of these risks.

The Audit Committee is responsible for interfacing with management and discussing with management the Company’s principal risk exposures and the steps management has taken to monitor and control risk exposures, including risk assessment and risk management policies.

The Compensation Committee also plays a role in that it is charged, in overseeing the Company’s overall compensation structure, with assessing whether that compensation structure creates risks that are reasonably likely to have a material adverse effect on us.

Code of Business Conduct and Ethics

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The Code of Business Conduct and Ethics is available at our website at http://investors.semileds.com/governance.cfm .

Any amendments to the Code, or any waivers of its requirements required to be disclosed pursuant to SEC or NASDAQ requirements, will be disclosed on the website.

In addition, a copy of the Code of Ethics will be provided without charge upon written request to the Company at SemiLEDs Corporation, 3F, No.11 Ke Jung Rd., Chu‑Nan Site, Hsinchu Science Park, Chu‑Nan 350, Miao‑Li County, Taiwan, R.O.C.

Any amendments to the Code, or any waivers of its requirements required to be disclosed pursuant to SEC or NASDAQ requirements, including those that apply to the Company’s principal executive officer, principal financial officer, principal accounting officer or persons performing similar functions, will be disclosed on the website.

Communications from Stockholders and Other Interested Parties to Directors

The Board recommends that stockholders and other interested parties initiate communications with the Board, any committee of the Board or any individual director in writing to the attention of our Corporate Secretary at our principal executive office at 3F, No.11 Ke Jung Rd., Chu‑Nan Site, Hsinchu Science Park, Chu‑Nan 350, Miao‑Li County, Taiwan, R.O.C.

This process will assist the Board in reviewing and responding to stockholder communications in an appropriate manner.

The Board has instructed our Corporate Secretary to review such correspondence and, at his discretion, not to forward items if he deems them to be of a commercial or frivolous nature or otherwise inappropriate for the Board’s consideration.

Section 16(a) Beneficial Ownership Reporting Compliance

Board Diversity Matrix

The matrix below is information concerning the gender and demographic background of each of our current directors, as self-identified and reported by each director.

This information is being provided in accordance with Nasdaq’s board diversity rules.

Board Diversity Matrix (as of August 31, 2022)

Total Number of Directors

Gender Identity

Demographic Background

Did Not Disclose Demographic Background

Delinquent Section 16(a) Reports

Section 16(a) of the Exchange Act requires our directors, executive officers and beneficial owners of more than 10% of our common stock to file with the SEC an initial report of ownership of our stock on Form 3 and reports of changes in ownership on Form 4 or Form 5.

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Based solely on a review of the copies of such forms in our possession and on written representations from reporting persons, we believe that during fiscal year 2022 all of our executive officers, directors and 10% beneficial owners filed the required reports on a timely basis under Section 16(a).

Executive Compensation

Executi ve Compensation

COMPENSATION OF THE NAMED EXECUTIVE OFFICERS AND DIRECTORS

Executive Compensation

This executive compensation section discloses the compensation awarded to or earned by our “named executive officers” during fiscal years 2021 and 2020.

We held our last non‑binding advisory vote regarding compensation of our named executive officers at the 2021 Annual Meeting of Stockholders and expect to hold our next vote at our 2024 Annual Meeting of Stockholders.

This executive compensation section discloses the compensation awarded to or earned by our “named executive officers”

during fiscal years 2022 and 2021.

Summary Compensation Table

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Christopher Lee

Christopher Lee’s compensation did not exceed $100 thousand for the fiscal year ended August 31, 2020.

Outstanding Equity Awards at Fiscal Year ‑ End

There were no outstanding equity awards held by Mr.

Doan as of the fiscal year ended August 31, 2021.

Chief Financial Officer

(1) The amount reported in this column represent the grant date fair value of the RSUs granted in the fiscal years ended August 31, 2022 and 2021, respectively, calculated in accordance with FASB ASC Topic 718.

Each restricted stock unit award was granted pursuant to our 2010 Plan.

Outstanding Equity Awards at Fiscal Year ‑

The following table sets forth the outstanding equity awards held by Mr.

Lee as of the fiscal year ended August 31, 2022.

Option Awards

Shares, Units

Un-exercisable

Vested ($)(2)

Christopher Lee

(1) Represents RSU awards granted pursuant to our 2010 Plan.

(2) Amounts calculated using the closing market price of a share of our common stock as of August 31, 2022, which was $2.61.

(3) This RSU award vests in eight quarterly installments with the first installment vesting three months after the grant date.

(4) This RSU award vests in four equal annual installments with the first installment vesting on the one-year anniversary of the grant date.

Pension Benefits

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Severance and Change in Control Benefits

Doan entered into an employment agreement in 2005, which provides that if he is terminated by us without cause or resigns due to a constructive termination, he will receive as severance an amount equal to six months of his then‑current salary plus his current medical insurance for six months following his termination date.

We offered such severance to motivate Mr.

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Constructive termination is defined as one of the following events when we have not received Mr.

Doan’s written consent for such event:

(a) a significant reduction of his duties, position or responsibilities relative to his duties, position or responsibilities in effect immediately prior to such reduction or his removal from such position, duties and responsibilities, provided that a reduction in duties, position or responsibilities solely by virtue of us being acquired and made part of a larger entity will not constitute a constructive termination;

(b) a substantial reduction, without good business reasons, of the facilities and perquisites available to him immediately prior to such reduction;

(c) a reduction of his base salary unless such reduction is a part of a Company‑wide reduction for similarly situated persons;

or (d)a material reduction in the kind or level of employee benefits to which he is entitled immediately prior to such reduction, with the result that his overall benefits package is significantly reduced, unless such reductions are part of a Company‑wide reduction for similarly situated persons.

(c) a reduction of his base salary unless such reduction is a part of a Company‑wide reduction for similarly situated persons;

Employment Agreements

Doan entered into an employment agreement in 2005, which provides for the severance payments and benefits described under “Severance and Change in Control Benefits” above.

Doan entered into an employment agreement in 2005, which provides for the severance payments and benefits described under “Severance and Change in Control Benefits”

Director Compensation

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Director Compensation Table

The following table sets forth the total compensation for our non‑employee directors for the year ended August 31, 2021:

The following table sets forth the total compensation for our non‑employee directors for the year ended August 31, 2022:

Fees Earned or

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Simplot waived any right to compensation.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

(2) The amount reported in this column represent the grant date fair value of the RSUs granted in the fiscal year ended August 31, 2022, calculated in accordance with FASB ASC Topic 718.

Each restricted stock unit award was granted pursuant to our 2010 Plan.

Unless otherwise specified, each restricted stock unit award will vest in four equal installments commencing on the grant date, 100% of the stock units shall immediately vest on the date of the 2022 annual meeting, subject to continued service through the vesting date, provided that the restricted stock units will fully vest if we are subject to a change in control during their service.

Security Ownership of Certain Beneficial O wners and Management and Related Stockholder Matters

PRINCIPAL STOCKHOLDERS

The following table sets forth information regarding the beneficial ownership of our common stock as of November 22, 2021 with respect to:

The following table sets forth information regarding the beneficial ownership of our common stock as of October 31, 2022 with respect to:

each person, or group of affiliated persons, who is known by us to own beneficially 5% or more of our common stock;

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Beneficial ownership is determined in accordance with the rules of the SEC.

All shares of our common stock subject to options currently exercisable or exercisable within 60days of November 22, 2021and RSUs that will vest within 60days of November 22, 2021, are deemed to be outstanding for the purpose of computing the percentage ownership of the person or group holding options and RSUs, but are not deemed to be outstanding for computing the percentage of ownership of any other person.

All shares of our common stock subject to options currently exercisable or exercisable within 60 days of October 31, 2022 and RSUs that will vest within 60 days of October 31, 2022, are deemed to be outstanding for the purpose of computing the percentage ownership of the person or group holding options and RSUs, but are not deemed to be outstanding for computing the percentage of ownership of any other person.

Unless otherwise indicated by the footnotes below, we believe, based on the information furnished to us, that each stockholder named in the table has sole voting and investment power with respect to all shares beneficially owned, subject to applicable community property laws.

Percentage of ownership is based on 4, 459,579shares of common stock outstanding as of November 22, 2021.

Unless otherwise indicated in the footnotes to the table, the address of each individual listed in the table is c/o SemiLEDs Corporation, 3F, No.11Ke Jung Rd., Chu‑Nan Site, Hsinchu Science Park, Chu‑Nan 350, Miao‑Li County, Taiwan, R.O.C.

Percentage of ownership is based on 4,832,346 shares of common stock outstanding as of October 31, 2022.

Unless otherwise indicated in the footnotes to the table, the address of each individual listed in the table is c/o SemiLEDs Corporation, 3F, No.11, Ke Jung Rd., Chu‑Nan Site, Hsinchu Science Park, Chu‑Nan 350, Miao‑Li County, Taiwan, R.O.C.

Shares Beneficially Owned

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Simplot Company

999 Main Street, Suite 1300 Boise, ID 83702

Trung Tri Doan

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Includes 400,000 shares issuable upon exercise of outstanding convertible promissory notes.

The address of Simplot Taiwan, Inc.

is 1099 West Front Street, Boise, Idaho 83702.

(2) Includes 127,141 shares held by The Trung Tri Doan 2010 GRAT, of which Trung Tri Doan is the sole trustee.

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Beebe share voting and investment power over the securities held by JRS Properties III L.P.

Simplot may be deemed to have shared voting and investment power over the shares held by JRS Properties III L.P.

Simplot may be deemed to have voting and investment power over the shares held by JRS Properties III L.P.

Also, includes 400,000 shares issuable upon exercise of outstanding convertible promissory notes as disclosed in footnote (1) above.

Simplot disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest therein.

The address of JRS Properties III L.P.

is 1099 West Front Street, Boise, Idaho 83702.

(5) Includes 1,000 restricted stock units that will vest within 60 days.

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(in thousands)

Equity compensation plans approved by security

Equity compensation plans not approved by security

Equity compensation plans approved by security holders

Equity compensation plans not approved by security holders

(1) Consists of stock options granted under the 2005 Equity Incentive Plan and the 2010 Equity Incentive Plan, and restricted stock units granted under the 2010 Equity Incentive Plan.

No additional grants could be made under the 2005 Equity Incentive Plan after December 8, 2010.

In April2014 and July 2019, SemiLEDs’ stockholders approved amendments to the 2010 Plan that increased the number of shares authorized for issuance under the plan by an additional 250 thousand shares and 500thousand shares, respectively.

On September 25, 2020, stockholders of SemiLEDs approved an increase in the authorized share reserve under the 2010 plan by an additional 400 thousand shares.

In April2014 and July 2019, SemiLEDs’

stockholders approved amendments to the 2010 Plan that increased the number of shares authorized for issuance under the plan by an additional 250 thousand shares and 500 thousand shares, respectively.

On September 25, 2020, SemiLEDs' stockholders approved an increase in the authorized share reserve under the 2010 plan by an additional 400 thousand shares.

(2) The weighted average exercise price does not take into account the shares issuable upon vesting of outstanding restricted stock unit awards, which have no exercise price.

The information required by this Item with respect to the securities ownership of directors, officers and certain beneficial owners is set forth under the heading “Principal Stockholders” above.

Certain Relationships and Related Transactions, and Director Independence

The information required by this Item with respect to the securities ownership of directors, officers and certain beneficial owners is set forth under the heading “Principal Stockholders”

Certain Relationships and Relate d Transactions, and Director Independence

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

Since September 1, 2020, there has not been any transaction or series of similar transactions to which we were or are a party in which the amount involved exceeded or exceeds the lesser of $120,000 or one percent of the average of our total assets at year-end for the last two completed fiscal years, and in which any of our directors or executive officers, any holder of more than 5% of any class of our voting securities or any member of the immediate family of any of the foregoing persons had or will have a direct or indirect material interest, other than the transactions described below, some of which represent continuing transactions from prior periods.

On January 8, 2019, the Company entered into loan agreements with each of Mr.

Doan, its Chairman and Chief Executive Officer, and Simplot Taiwan, Inc., its largest shareholder, with aggregate amounts of $3.2 million, and an annual interest rate of 8%.

All proceeds of the loans were exclusively used to return the deposit to Formosa Epitaxy Incorporation in connection with the cancelled sale of the Company’s headquarters building pursuant to the agreement dated December 15, 2015.

The Company was initially required to repay the loans of $1.5 million on January 14, 2021 and $1.7 million on January 22, 2021, respectively.

In February 2021, the loan agreements were extended with the same principal amount and interest rate for one year and are now due on January 15, 2022, unless the loans are sooner accelerated pursuant to the loan agreements.

As of August 31, 2021, these loans totalled $3.2 million.

The loans are secured by a second priority security interest on our headquarters building.

On December 6, 2019 and on December 10, 2019, the Company issued convertible unsecured promissory notes (the “Notes”) to each of J.R.

Simplot Company and Mr.

Doan (together, the “Holders”), with a principal sum of $1.5 million and $500 thousand, respectively, and an annual interest rate of 3.5%.

On January 8, 2019, the Company entered into loan agreements with each of the Chairman and Chief Executive Officer and the largest shareholder of the Company, with aggregate amounts of $1.7 million and $1.5 million, respectively, each with an annual interest rate of both 8%.

All proceeds of the loans were exclusively used to return the deposit to Formosa Epitaxy Incorporation in connection with the cancelled proposed sale of the Company’s headquarters building pursuant to the agreement dated December 15, 2015.

The Company was required to repay the loans of $1.5 million on January 14, 2021 and $1.7 million on January 22, 2021, respectively, unless the loans were sooner accelerated pursuant to the loan agreements.

On January 16, 2021, the maturity date of these loans was extended with same terms and interest rate for one year to January 15, 2022, and on January 14, 2022, the maturity date of these loans was further extended with same terms and interest rate for one more year to January 15, 2023.

As of August 31, 2022 and 2021, these loans totaled $3.2 million.

The loans are secured by a second priority security interest on the Company's headquarters building.

On November 25, 2019 and on December 10, 2019, the Company issued convertible unsecured promissory notes (the “Notes”) to J.R.

Simplot Company, its largest shareholder, and Trung Doan, its Chairman and Chief Executive Officer, (together, the “Holders”) with a

principal sum of $1.5 million and $500 thousand, respectively, and an annual interest rate of 3.5%.

Principal and accrued interest shall be due on demand by the Holders on and at any time after May 30, 2021.

The outstanding principal and unpaid accrued interest of the Notes may be converted into the Company’s common stock based on a conversion price of $3.00 per share, at the option of the Holders any time from the date of the Notes.

On May 25, 2020, each of the Holders converted$300,000of the Notes into 100,000 shares of the Company’s common stock.

On May 26, 2021, the Notes were extended with the same terms and interest rate for one year and are now due on demand by the Holders on and at any time after May 30, 2022.

On February 7, 2020, J.R.

Simplot Company assigned all of its right, title and interest in and to Simplot Taiwan Inc.

On May 25, 2020, each of the Holders converted $300,000 of the Notes into 100,000 shares of the Company’s common stock.

On May 26, 2021, the Notes were extended with the same terms and interest rate for one year and were scheduled to mature on May 30, 2022, and on May 26, 2022, the Notes were further extended with the same terms and interest rate for one year and now mature on May 30, 2023.

As of August 31, 2022 and 2021, the outstanding principal of these notes totaled $1.4 million.

Policies and Procedures for Related Party Transactions

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The Audit Committee has determined that a related person does not have a direct or indirect material interest in the following categories of transactions and that each will be deemed to be preapproved:

any transaction with another company at which a related person’s only relationship is as an employee (other than an executive officer), director, or beneficial owner of less than 10% of that company’s shares, if the aggregate amount involved does not exceed the greater of $1 million or 2% of that company’s total annual revenue.

Director Independence

The published listing requirements of NASDAQ dictate that a majority of the Board be comprised of independent directors whom our Board has determined have no material relationship with our Company and who are otherwise “independent” directors under those listing requirements.

directors under those listing requirements.

Our current Board consists of the five persons listed above.

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Doan, our CEO, qualifies as an independent director, such that more than a majority of our directors are independent directors under the NASDAQ rules.

The NASDAQ rules have objective tests and a subjective test for determining who is an “independent director.” Under the objective tests, a director cannot be considered independent if:

The NASDAQ rules have objective tests and a subjective test for determining who is an “independent director.”

Under the objective tests, a director cannot be considered independent if:

the director is, or at any time during the past three years was, an employee of the Company;

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a family member of the director is, or at any time during the past three years was, an executive officer of the Company;

the director or a family member of the director is a partner in, controlling stockholder of, or an executive officer of an entity to which the company made, or from which the company received, payments in the current or any of the past three fiscal years that exceeded 5% of the recipient’s consolidated gross revenue for that year or $200,000, whichever was greater (subject to certain exclusions);

the director or a family member of the director is employed as an executive officer of an entity where, at any time during the past three years, any of the executive officers of the Company served on the compensation committee of such other entity;

the director or a family member of the director is a current partner of the Company’s outside auditor, or at any time during the past three years was a partner or employee of the Company’s outside auditor, and who worked on the company’s audit.

The subjective test states that an independent director must be a person who lacks a relationship that, in the opinion of the Board, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.

The Board has not established categorical standards or guidelines to make these subjective determinations but considers all relevant facts and circumstances.

In addition to the Board‑level standards for director independence, the NASDAQ rules provide that directors, of whom there must be three, who serve on the Audit Committee must each satisfy standards established by the SEC that require that members of audit committees must not be affiliated persons of the issuer and may not accept directly or indirectly any consulting, advisory, or other compensatory fee from the issuer other than their director compensation.

Transactions Considered in Independence Determinations

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All identified transactions that appeared to relate to the Company and a family member of, or entity with a known connection to, a director were presented to the Board for consideration.

None of the non ‑ employee directors w ere disqualified from “independent” status under the objective tests.

In making its subjective determination that each of our Company’s non ‑ employee director is independent, the Board reviewed and discussed additional information provided by the directors and the Company with regard to each director’s business and personal activities as they may relate to the Company and the Company’s management.

None of the non‑employee directors were disqualified from “independent”

status under the objective tests.

In making its subjective determination that each of our Company’s non‑employee director is independent, the Board reviewed and discussed additional information provided by the directors and the Company with regard to each director’s business and personal activities as they may relate to the Company and the Company’s management.

The Board considered the transactions in the context of the NASDAQ objective standards, the special standards established by the SEC for members of audit committees, and the SEC and U.S.

Internal Revenue Service (“IRS”) standards for compensation committee members.

Based on all of the foregoing, as required by the NASDAQ rules, the Board made a subjective determination that, because of the nature of the director’s relationship with the entity and/or the amount involved, no relationships exist that, in the opinion of the Board, would impair the director’s independence.

Principal Accountant Fees and Services

Internal Revenue Service (“IRS”) standards for compensation committee members.

Principal Accou ntant Fees and Services

Fees Billed by Independent Registered Public Accounting Firm

The following table shows the fees and related expenses for audit and other services provided by KCCW Accountancy Corp billed for fiscal year 2021 and 2020.

The services described in the following fee table were approved in conformity with the Audit Committee’s pre‑approval process.

KCCW Accountancy Corp

Audit Services

Audit-Related Services

All Other Services

Audit Services.

The following table shows the fees and related expenses for audit and other services provided by KCCW Accountancy Corp and its subsidiaries billed for fiscal year 2022 and 2021.

The services requiring pre-approval by the audit committee may include audit services, audit related services, tax services and other services.

The pre-approval requirement is waived with respect to the provision of non-audit services if (i) the aggregate amount of all such non-audit services provided to us constitutes not more than 5% of the total fees paid by us to our independent auditors during the fiscal year in which such non-audit services were provided, (ii) such services were not recognized at the time of the engagement to be non-audit services, and (iii) such services are promptly brought to the attention of the Audit Committee or by one or more of its members to whom authority to grant such approvals has been delegated by the Audit Committee.

During fiscal 2022 and 2021, 100% of the audit related services, tax services and all other services provided by KCCW Accountancy Corp.

for the periods as our principal independent registered public accountant were pre-approved by the Audit Committee.

Fiscal Years Ended August 31,

Audit-Related Fees

All Other Fees

This category includes the audit of our annual consolidated financial statements, review of our quarterly condensed consolidated financial statements and services that are normally provided by our independent auditors in connection with statutory and regulatory filings or engagements.

This category also includes statutory audits required by the Tax Bureau of Taiwan for certain of our subsidiaries in Taiwan.

Tax Services.

The services for the fees disclosed in this category include tax return preparation and technical tax advice.

Exhibits and Financial Statement Schedules

All Other Fees.

The services for the fees disclosed in this category include permitted services other than those that meet the criteria above and represent fees related to our at-the-market equity program in fiscal year 2021.

The Audit Committee concluded that the provision of the non-audit services listed above is compatible with maintaining the independence of KCCW Accountancy Corp.

Exhibits and Finan cial Statement Schedules

(2) Exhibits:

1 unchanged sentence

Amended and Restated Certification of Incorporation of Registrant

333‑168624

November 22, 2010

Certificate of Amendment of Amended and Restated Certificate of Incorporation

333‑168624

April 15, 2016

Certificate of Amendment of Amended and Restated Certificate of Incorporation

333‑168624

Amended and Restated Bylaws of Registrant

333‑168624

November 22, 2010

Form of Common Stock Certificate

333‑168624

November 22, 2010

Description of the Registrant’s Securities Under Section 12 of the Securities Exchange Act of 1934

Description of the Registrant’s Securities Under Section 12 of the Exchange Act

November 20, 2019

3 unchanged sentences

Doan, dated March 15, 2005

333‑168624

August 6, 2010

SemiLEDs Corporation 2010 Equity Incentive Plan, Stock Unit Grant Agreement (Director Form)

001‑34992

February 9, 2012

SemiLEDs Corporation 2010 Equity Incentive Plan, Form of Stock Unit Agreement (Officer Form)

001‑34992

February 24, 2012

Form of Proprietary Information and Inventions Agreement

333‑168624

September 14, 2010

Form of Non‑competition Agreement

333‑168624

September 14, 2010

Form of Option Agreement for the 2010 Equity Incentive Plan

333‑168624

November 16, 2010

Form of Indemnification Agreement with directors and officers

333‑168624

October 26, 2010

11 unchanged sentences

Amendment to Convertible Unsecured Promissory Note dated May 26, 2021 to Trung Doan

Exhibit Title

Amendment to Convertible Unsecured Promissory Note dated May 26,2021 to Simplot Taiwan Inc.

Second Amendment to Convertible Unsecured Promissory Note dated May 26, 2022 between SemiLEDs Corporation and Simplot Taiwan Inc.

Second Amendment to Convertible Unsecured Promissory Note dated May 26, 2022 between SemiLEDs Corporation and Trung Doan

Subsidiaries of the Registrant

Consent of KCCW Accountancy Corp, Independent Registered Public Accounting Firm

Certification of Chief Executive Officer Pursuant to Exchange Act Rule 13a‑14(a)/15d‑14(a)

Certification of Chief Financial Officer Pursuant to Exchange Act Rule 13a‑14(a)/15d‑14(a)

Certification Pursuant to 18 U.S.C.

XBRL Instance Document

XBRL Taxonomy Extension Schema Document

XBRL Taxonomy Extension Calculation Linkbase Document

XBRL Taxonomy Extension Definition Linkbase Document

XBRL Taxonomy Extension Label Linkbase Document

Certification of Chief Executive Officer Pursuant to Exchange Act Rule 13a‑14(a)/15d‑14(a)

Certification of Chief Financial Officer Pursuant to Exchange Act Rule 13a‑14(a)/15d‑14(a)

Certification of the Chief Executive Officer Pursuant to 18 U.S.C.

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Certification of the Chief Financial Officer Pursuant to 18 U.S.C.

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Inline XBRL Instance Document

Inline XBRL Taxonomy Extension Schema Document

Inline XBRL Taxonomy Extension Calculation Linkbase Document

Inline XBRL Taxonomy Extension Definition Linkbase Document

Inline XBRL Taxonomy Extension Label Linkbase Document

Inline XBRL Taxonomy Extension Presentation Linkbase Document

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

Management contract or compensatory arrangement

* This certification is deem not filed for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act.

Form 10-K Summary

26 unchanged sentences

SEMILEDS CORPORATION

SCHEDULE II— VALUATION AND QUALIFYING ACCOUNTS

SCHEDULE II—

VALUATION AND QUALIFYING ACCOUNTS

(In thousands)

13 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures