What changed in this filing

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Item 9A. Controls and Procedures

2023-11-28 compared with 2022-11-08 · 59 added, 53 removed, 471 unchanged (19% of the section changed)

25 unchanged sentences

Doan served as Vice President of Process Development at Micron Technology Inc.

Doan previously served as a director of Advanced Energy Industries, a publicly traded manufacturer of power conversion and control systems within the past five years.

Doan also previously served as a director of Dolsoft Corporation, a privately held software company, as a director of Nu Tool Inc., a semiconductor technology company, and as a director of EMCO, a publicly traded manufacturer of advanced flow control devices and systems.

Doan holds a bachelor of science degree in nuclear engineering from the University of California, Santa Barbara, where he graduated with honors, and a master of science degree in chemical engineering from the University of California, Santa Barbara.

Doan previously served as a director of Advanced Energy Industries, a publicly traded manufacturer of power conversion and control systems, Dolsoft Corporation, a privately held software company, Nu Tool Inc., a semiconductor technology company, and EMCO, a publicly traded manufacturer of advanced flow control devices and systems.

Doan holds a Bachelor of Science in nuclear engineering from the University of California, Santa Barbara, where he graduated with honors, and a Master of Science in chemical engineering from the University of California, Santa Barbara.

Our Board has determined that Mr.

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Simplot Company since May 2001 and August 1970, respectively.

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 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 LLLP, 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.

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Gough has led Gough and Associates, a firm that specializes in financial consulting for domestic and international companies since 2005.

He is also a tenured faculty member in Accounting and Business at DeAnza College in Cupertino, California where he has taught since 1985.

He is also a tenured faculty member in Accounting and Business at DeAnza College in Cupertino, California where he has taught since 1985 - he currently teaches on a part-time basis after retiring from full-time teaching.

From June 2000 to June 2004, he was Chief Financial Officer and Financial Consultant at NuTool Inc., a semiconductor equipment manufacturer.

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Gough should serve on our Board based on his experience as a consultant to technology companies in both the United States and Taiwan, his prior experience as a chief financial officer of several companies, and his expertise in accounting and finance.

Roger Lee , 63, has served as a director since September 2019.

Lee previously served as a director and an Audit Committee member of SemiLEDs from August 2017 to March 2019.

Lee has more than 30 years of semiconductor experience and leadership.

He has been the President and CEO of TF Semiconductor Solutions (TFSS) since August 2014.

Prior to becoming the CEO of TFSS, Mr.

Lee served as world-wide COO and Interim President & CEO of Telefunken Semiconductors located in Roseville, California and Heilbronn, Germany from May 2011 to July 2014.

Lee began his career as an engineer for Texas Instruments.

During his career, Mr.

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.

Lee should serve on our Board based on his experience with technology companies and other organizations in the United States , Germany and China.

On July 10, 2023, Roger Lee resigned from the Company’s Board of Directors effective immediately due to personal reasons, which was not the result of any disagreement with the Company regarding its operations, policies, or practice.

His departure created one vacancy on the Company’s audit committee, which the Company intends to fill by our next annual meeting.

Executive Officers

In addition to Mr.

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

Doan, our CEO, who also serves as a director, our executive officers consist of the following:

Christopher Lee, 52, has served as our Chief Financial Officer since September 2015.

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Lee joined SemiLEDs in September 2014.

He has served on the Board of Directors of Aixin Life International Inc.

since February 2021.

Lee has over 25 years of experience in accounting and finance, including US GAAP, PCAOB standards and SEC rules and regulations.

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Lee was a partner of KEDP CPA Group from August 2009 to June 2011 and a self-employed accountant from July 2011 to August 2014.

Lee holds a BS degree in accounting from The Ohio State University and a MS degree in business taxation from Golden Gate University and is licensed as a Certified Public Accountant (CPA) in the United States.

Lee holds a BS degree in accounting from Ohio State University and a MS degree in business taxation from Golden Gate University and is licensed as a Certified Public Accountant (CPA) in the United States.

CORPORATE GOVERNANCE

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Each committee can engage outside experts, advisors and counsel to assist the committee in its work.

The following table identifies the current committee members.

The following table identifies the directors who served on committees during fiscal 2023.

and Corporate

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Walter Michael Gough

Roger Lee (1)

Number of Committee Meetings Held in Fiscal Year 2023

Lee resigned from our Board effective July 10, 2023.

Audit Committee

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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.

All directors attended at least 75% of the aggregate meetings of the Board and the committees on which they served in fiscal 2023 and all directors attended the 2023 annual meeting of stockholders.

Risk Management

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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.

The Company's insider trading policy does not permit hedging or derivative transactions involving Company securities, "cashless" collars, forward contracts, equity swaps or other similar or related transactions.

In addition, the Company recommends that employees and directors not margin or pledge Company securities to secure a loan and that employees and directors not purchase Company securities "on margin".

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 .

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.

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.

Communications from Stockholders and Other Interested Parties to Directors

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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.

The following table sets forth the outstanding equity awards held by our named executive officers as of the fiscal year ended August 31, 2023.

Option Awards

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Walter Michael Gough

Roger Lee (1)

Lee resigned from our Board effective July 10, 2023.

Simplot waived any right to compensation.

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PRINCIPAL STOCKHOLDERS

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

The following table sets forth information regarding the beneficial ownership of our common stock as of November 20, 2023 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 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.

All shares of our common stock subject to options currently exercisable or exercisable within 60 days of November 20, 2023 and RSUs that will vest within 60 days of November 20, 2023, 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 4,832,346 shares of common stock outstanding as of October 31, 2022.

Percentage of ownership is based on 4,940,910 shares of common stock outstanding as of November 20, 2023.

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.

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Includes 97,752 shares issuable upon exercise of outstanding convertible promissory notes.

Doan has sole voting and investment power over all shares.

(3) Includes 1,250 restricted stock units that will vest within 60 days.

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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.

On September 25, 2020, SemiLEDs' stockholders approved an increase in the authorized Equity Incentive Plan 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.

3 unchanged sentences

Since September 1, 2021, 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 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.

All proceeds of the loans were exclusively used to return the deposit to Formosa Epitaxy Incorporation in connection with the proposed 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.

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 extended again with same terms and interest rate for one more year to January 15, 2023.

On January 13, 2023, the maturity date of these loans was further extended with same terms and interest rate for one year to January 15, 2024.

As of August 31, 2023, these loans totaled $3.2 million, respectively.

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%.

On November 25, 2019 and on December 10, 2019, the Company issued the Notes to 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.

On February 7, 2020, J.R.

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

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.

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

The outstanding principal and unpaid accrued interest of the Notes may be converted into the Company’s common stock

at 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 $300,000 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.

On May 26, 2021, the Notes were extended with the same terms and interest rate for one year and a maturity date of May 30, 2022.

On May 26, 2022, the Notes were second extended with the same terms and interest rate for one year and a maturity date of May 30, 2023.

On June 6, 2023, we entered into the Third Amendments to amend the Notes to (i) extend the maturity date from May 30, 2023 to May 30, 2024, and (ii) change the conversion price from $3.00 to $2.046 per share.

All other terms and conditions of the Notes remain the same.

As of August 31, 2023 and August 31, 2022, the outstanding principal of these notes totaled $1.4 million.

Policies and Procedures for Related Party Transactions

6 unchanged sentences

directors under those listing requirements.

Our current Board consists of the five persons listed above.

Our current Board consists of the four persons listed above.

The Board has determined that each of our current directors, other than Mr.

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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.

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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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.

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 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.

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

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

This category includes tax return preparation and technical tax advice.

All Other Fees.

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November 20, 2019

2010 Equity Incentive Plan, as amended September 25, 2020

November 17, 2020

Amended and Restated Employment Agreement with Trung T.

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

Third Amendment to Convertible Unsecured Promissory Note dated June 6, 2023 between SemiLEDs Corporation and Simplot Taiwan Inc.

Third Amendment to Convertible Unsecured Promissory Note dated June 6, 2023 between SemiLEDs Corporation and Trung Doan

Second Amendment to Loan Agreement dated January 14, 2022 between SemiLEDs Corporation and J.R.

Simplot Company

January 18, 2022

Second Amendment to Loan Agreement dated January 14, 2022 between SemiLEDs Corporation and Trung Doan

January 18, 2022

Third Amendment to Loan Agreement dated January 13, 2023 between SemiLEDs Corporation and J.R.

Simplot Company

January 18, 2023

Third Amendment to Loan Agreement dated January 13, 2023 between SemiLEDs Corporation and Trung Doan

January 18, 2023

2010 Equity Incentive Plan, as amended March 17, 2023

April 7, 2023

Subsidiaries of the Registrant

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Gough Walter Michael

/s/ ROGER LEE

November 8, 2022

SEMILEDS CORPORATION

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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