What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2025-11-28 compared with 2024-11-27 · 89 added, 83 removed, 581 unchanged (23% of the section changed)

29 unchanged sentences

Walter Michael Gough , 71, has served as a director since April 2016.

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

He was also a tenured faculty member in Accounting and Business at DeAnza College in Cupertino, California where he taught as a professor from 1985 to 2019.

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

He was also a tenured faculty member in Accounting and Business at DeAnza College in Cupertino, California where he taught as professor from 1985 to 2019.

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

20 unchanged sentences

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, Downtown Boise Areana, LLC, Grove Hotel-Boise, LLC, and Highland Stables Park 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, 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, SRS Properties LLLP, Downtown Boise Areana, LLC, Grove Hotel-Boise, LLC, Sylvan Beach, LLC, and Highland Stables Park 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, Claremont Realty Company, CS Beef Packers, LLC, CS Property Development, LLC, Glen Dale Farms, Inc., J.

Simplot Company Foundation, Inc., J.

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 Livestock Co., Simplot Taiwan Inc., SPS International, Inc., SR Simplot Foundation, Inc., Three Creek Ranch Company, and Camas, Inc.

Simplot Foundation, Inc., JUMP, Inc., JRS India Corporation Private Limited, OSL Depot Condominium Management Association, Inc., Simplot India, LLC, 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.

26 unchanged sentences

since February 2021.

He also served as Ainos Inc.

Chief Financial Officer since March 2024.

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

41 unchanged sentences

Number of Committee Meetings Held in Fiscal Year 2025

Yu was appointed to our Board effective July 3, 2024.

Audit Committee

8 unchanged sentences

It has also determined that Dr.

Hsieh and Mr.

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

Gough and Dr.

Yu, each of whom are independent directors, meet the requirements of an “audit committee financial expert,” as defined in Regulation S‑K.

Compensation Committee

As a “controlled company”, we rely on the exemption from the Nasdaq requirement that we have a compensation committee composed entirely of independent directors.

Our Compensation Committee is responsible for, among other things:

8 unchanged sentences

Nominating and Corporate Governance Committee

As a “controlled company”, we rely on the exemption from the Nasdaq requirement that we have a nominating and corporate governance committee composed entirely of independent directors.

Our Nominating and Corporate Governance Committee is responsible for, among other things:

9 unchanged sentences

The Committee believes the Board generally benefits from diversity of skills, experience, age, industry knowledge of background, and views among its members, and considers this a factor in evaluating the composition of the Board, but has not adopted any specific policy in this regard.

You was recommended as a director by Trung Doan, our Chairman and CEO.

Attendance at Board, Committee and Annual Stockholders’ Meetings

The Board held five meetings in fiscal 2024.

The Board held four meetings in fiscal 2025.

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.

All directors, except for Dr.

Chris Chang Yu, who joined the Company effective July 3, 2024, attended at least 75% of the aggregate meetings of the Board and the committees on which they served in fiscal 2024 and all directors attended the 2024 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 2025 and all directors attended the 2025 annual meeting of stockholders.

Risk Management

2 unchanged sentences

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 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.

4 unchanged sentences

In addition, we recommend 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".

A copy of our Insider Trading Policy is filed as Exhibit 19.1 to this Form 10-K.

A copy of our Insider Trading Policy is filed as Exhibit 19.1 to the Form 10-K filed at November 27, 2024.

Code of Business Conduct and Ethics

11 unchanged sentences

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.

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, 2024)

Total Number of Directors

Gender Identity

Demographic Background

Did Not Disclose Demographic Background

Delinquent Section 16(a) Reports

7 unchanged sentences

This executive compensation section discloses the compensation awarded to or earned by our “named executive officers” during fiscal years 2025, 2024 and 2023.

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.

We held our last non-binding advisory vote regarding compensation of our named executive officers at 2024 Annual Meeting of Stockholders and expect to hold our next vote at our 2027 Annual Meeting of Stockholders.

Summary Compensation Table

The following table sets forth all of the compensation earned by our named executive officers during the fiscal years 2024 and 2023.

None of our named executive officers were awarded options during those years.

The following table sets forth all of the compensation earned by named executive officers during the relevant fiscal years.

Name and Principal Position

115 unchanged sentences

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 2026 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.

Yu was appointed to our Board of Directors effective July 3, 2024.

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

20 unchanged sentences

Edward Kuan Hsiung Hsieh

Chris Chang Yu

Christopher Lee

1 unchanged sentence

* Indicates beneficial ownership of less than 1%.

(1) Based on Schedule 13D/As filed with the SEC on June 4, 2024.

(1) Based on Schedule 13D/As filed with the SEC on March 4, 2025.

Represents beneficial ownership of 4,716,188 shares consisting of (i) 3,168,190 shares held of record by Simplot Taiwan, Inc., a wholly owned subsidiary of Simplot Company of which Scott R.

8 unchanged sentences

Accordingly, Mr.

Simplot may be deemed to have shared voting power over 3,752,334 shares and shared dispositive power over 2,476,335 shares.

Simplot may be deemed to have shared voting power over 4,716,188 shares and shared dispositive power over

3,199,226 shares.

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

1 unchanged sentence

is 1099 West Front Street, Boise, Idaho 83702.

(2) Based on a Schedule 13D/A filed with the SEC on June 4, 2024.

(2) Based on a Schedule 13D/A filed with the SEC on March 4, 2025.

Includes (1) 127,141 shares owned directly by The Trung Doan 2010 GRAT, of which Mr.

6 unchanged sentences

(3) Includes 2,500 restricted stock units that will vest within 60 days.

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

Equity Compensation Plan Information

28 unchanged sentences

Loan Agreements with Chief Executive Officer and Significant Stockholder

On January 8, 2019, the Company entered into loan agreements with each of Trung Doan, the Company's Chairman and Chief Executive Officer and J.R.

Simplot Company, the largest stockholder of the Company, with aggregate amounts of $1.7 million and $1.5 million, respectively, 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 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.

On January 8, 2019, the Company entered into secured loan agreements with Trung Doan, its Chairman and Chief Executive Officer and J.R.

Simplot Company, its largest shareholder, with aggregate amounts of $1.7 million and $1.5 million, respectively, and an annual interest rate of 8% (the “Loan Agreements”).

The Loan Agreements are secured by a second priority security interest on the Company’s headquarters building.

The maturity date of the Loan Agreements were January 14, 2021 and January 22, 2021, respectively.

On January 16, 2021, the maturity date of the Loan Agreements was extended with same terms and interest rate for one year to January 15, 2022, and on January 14, 2022, the maturity date of the Loan Agreements 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 the Loan Agreements was further extended with same terms and interest rate for one year to January 15, 2024.

On January 7, 2024, J.R.

Simplot Company and the Company entered into an assignment agreement pursuant to which J.R.

Simplot Company entered into an assignment agreement (the “Assignment”) pursuant to which J.R.

Simplot assigned and transferred all of its right, title and interest in and to the Loan Agreement to Simplot Taiwan Inc., in accordance with and subject to the terms and conditions of the Loan Agreement.

On January 7, 2024, the Company entered into the Fourth Amendment to the Loan Agreements with each of Simplot Taiwan Inc.

and Trung Doan (each, a “Fourth Amendment”).

The Fourth Amendment with Simplot Taiwan Inc.

(i) extends the maturity date of its loan agreement to January 15, 2025, and (ii) upon mutual agreement of the Company and Simplot Taiwan Inc., permits the Company to repay any principal amount or accrued interest, in an amount not to exceed $400,000, by issuing shares of the Company’s common stock in the name of Simplot Taiwan Inc.

and Trung Doan.

The Fourth Amendment to the Loan Agreement with Simplot Taiwan Inc.

(i) extended the maturity date to January 15, 2025, and (ii) upon mutual agreement of the Company and Simplot Taiwan Inc., permitted the Company to repay any principal amount or accrued interest, in an amount not to exceed $400,000, by issuing shares of the Company’s common stock in the name of Simplot Taiwan Inc.

as partial repayment of the Loan Agreement at a price per share equal to the closing price of the Company’s common stock immediately preceding the business day of the payment notice date.

1 unchanged sentence

remained the same.

The Fourth Amendment to the loan agreement with Trung Doan to amend the loans maturity date with same terms and interest rate to January 15, 2025.

The Fourth Amendment to the Loan Agreement with Trung Doan amended the loan's maturity date with same terms and interest rate to January 15, 2025.

All other terms and conditions of the Loan Agreement with Trung Doan remained the same.

On January 7, 2024, the Company issued 305,343 shares of its common stock at a price of $1.31 per share to repay $400,000 of accrued interest on the loan agreement with Simplot Taiwan Inc.

The shares of common stock were issued in reliance on Section 3(a)(9) of the Securities Act of 1933, as amended.

The Fourth Amendment with Trung Doan amends the loan agreement’s maturity date with same terms and interest rate to January 15, 2025.

All other terms and conditions of the loan agreement with Trung Doan remained the same.

On February 9, 2024, the Company and Trung Doan entered into the Fifth Amendment to the loan agreement (the “Fifth Amendment”).

The Fifth Amendment, upon the mutual agreement of the Company and Trung Doan, permits the Company to repay any principal amount or accrued interest, in an amount not to exceed $800,000, by issuing shares of the Company’s common stock to Trung Doan as partial repayment of the loan agreement at a price per share equal to the closing price of the Company’s common stock immediately preceding the business day of the payment notice date.

On February 9, 2024, the Company entered into the Fifth Amendment to the Loan Agreements with Trung Doan.

The Fifth Amendment to the Loan Agreements with Trung Doan (i) amended the Loan Agreement to permit the Company to repay up to $800,000 of principal under the Loan Agreement by issuing shares of the Company’s common stock and (ii) elected to prepay $800,000 of loan principal by delivering 629,921 shares of the Company’s common stock to Trung Doan, based on the closing price of $1.27 per share on February 8, 2024.

All other terms and conditions of the Loan Agreement remained the same.

On February 9, 2024, the Company repaid $800,000 of loan principal by delivering 629,921 shares of the Company’s common stock to Mr.

Doan, based on the closing price of $1.27 per share on February 8, 2024.

The shares of common stock were issued on February 9, 2024 in reliance on Section 4(a)(2) of the Securities Act of 1933, as amended.

On July 3, 2024, the Company entered into the Sixth Amendment to the Loan Agreement with Mr.

Doan to, upon the mutual agreement of Mr.

Doan and the Company, permits the Company to repay a portion of the principal amount or accrued interest, by issuing shares of the Company’s common stock to Mr.

Doan as repayment of the Loan Agreement at a price per share equal to the closing price of the Company’s common stock immediately preceding the business day of the payment notice date.

As of August 31, 2024, the aggregate principal balance of the loan agreement with Trung Doan was $900 thousand, and the aggregate principal balance of the loan agreement with Simplot Taiwan was $1.5 million.

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

Convertible Promissory Notes

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

Simplot Company, the largest stockholder of the Company, and Trung Doan, the Company's 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 is 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 shares of 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 February 7, 2020, J.R.

Simplot Company assigned all of its right, title and interest in the Notes 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 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, the Company entered into the Third Amendment to the Notes 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 remained the same.

After the close of market on January 5, 2024, the Company entered into the Fourth Amendment to the Notes (the “Note Fourth Amendments”) to amend the Notes to (i) convert the total principal and accrued interest on the Notes to common stock of the Company to be

issued in the names of the Holders, and (ii) change the conversion price of the Notes from $2.046 per share to the closing price immediately preceding the signing of the Note Fourth Amendments, or $1.31 per share.

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

On January 5, 2024, the Holders converted the total principal and accrued interest of the Notes, in an aggregate amount of $1,608,848, to 1,228,128 shares of its common stock at a conversion price of $1.31 per share.

As of August 31, 2024, the aggregate principal balance of the loans outstanding was zero.

On July 3, 2024, the Company and Trung Doan entered into the Sixth Amendment to the Loan Agreement.

The Sixth Amendment to the Loan Agreement amended the Loan Agreement to permit the Company, upon the mutual agreement of the Company and Trung Doan, to repay a portion of the principal amount or accrued interest under the Loan Agreement, by issuing shares of the Company’s common stock to Trung Doan as partial repayment of the Loan Agreement at a price per share equal to the closing price of the Company’s common stock immediately preceding the business day of the payment notice date.

All other terms and conditions of the Loan Agreement, as amended by the Sixth Amendment to the Loan Agreement, remained the same.

On January 15, 2025, the Company entered into the Seventh Amendment to the Loan Agreement with Trung Doan and Fifth Amendment to the Loan Agreement with Simplot Taiwan Inc.

to extend the maturity dates to January 15, 2026.

All other terms and conditions of the Loan Agreements remained the same.

On February 28, 2025, the Company and Simplot Taiwan Inc.

entered into the Sixth Amendment to the Loan Agreement (the “Amended Loan Agreement”).

The Amended Loan Agreement, upon the mutual agreement of the Company and Simplot Taiwan Inc., permits the Company to repay any principal amount or accrued interest, in an amount not to exceed $1,200,000, by issuing shares of the Company’s common stock to Simplot Taiwan Inc.

as partial repayment of the Loan Agreement at a price per share equal to the closing price of the Company’s common stock immediately preceding the business day of the payment notice date.

On February 28, 2025, the Company delivered payment notices indicating its intent to repay $1,200,000 and $400,000 of loan principal by delivering 722,891 shares and 240,963 shares of the Company’s common stock to Simplot Taiwan Inc.

and Trung Doan, respectively, based on the closing price of $1.66 per share on February 27, 2025.

As of August 31, 2025, the aggregate principal balance of the loan agreement with Trung Doan was $500 thousand, and the aggregate principal balance of the loan agreement with Simplot Taiwan was $300 thousand.

Voting Agreement

3 unchanged sentences

The aggregate amount of shares of the Company owned by them constitutes a majority of the issued and outstanding shares of the Company as of the date of the Voting Agreement.

Pursuant to the terms of the Voting Agreement, the Simplot Shareholders and Doan Shareholders agreed to vote the shares of the Common Stock owned by them in favor of certain matters presented by the Company to its stockholders as provided in the Voting Agreement.

Pursuant to the terms of the Voting Agreement, the Simplot Shareholders and Doan Shareholders

agreed to vote the shares of the Common Stock owned by them in favor of certain matters presented by the Company to its stockholders as provided in the Voting Agreement.

The Voting Agreement is effective as of June 3, 2024, and terminates upon at least ten days’ written notice to the other members of the Stockholder Group or upon material breach of the terms therein.

15 unchanged sentences

The Board has determined that Dr.

Gough each qualify as an independent director under applicable Nasdaq and SEC rules.

Gough and Dr.

Yu each qualify as an independent director under applicable Nasdaq and SEC 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:

11 unchanged sentences

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.

Gough were disqualified from “independent” status under the objective tests.

Yu were disqualified from “independent” status under the objective tests.

In making its subjective determination that Dr.

Gough are 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.

Gough and Dr.

Yu are 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 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 Dr.

Gough’s independence.

Simplot now controls a majority of the voting power of the Company, so he is no longer deemed independent.

Yu’s independence.

Simplot controls a majority of the voting power of the Company, so he is not deemed independent.

Principal Accou ntant Fees and Services

Changes in Registrant’s Certifying Accountant

On July 10, 2025, KCCW Accountancy Corp.

(“KCCW”) resigned as independent registered public accounting firm of SemiLEDs Corporation, as it was exiting the public company audit practice.

On July 10, 2025, the audit committee of the board of directors of the Company engaged YCM CPA INC.

(“YCM”) as the Company’s new independent registered public accounting firm, as described below.

During our most recent fiscal year and through the date of dismissal, (a) we had no disagreements with KCCW on any matter of accounting principles or practices, financial statement disclosure, or auditing scope of procedure which disagreement if not resolved to the satisfaction of KCCW would have caused it to make reference to the subject matter of the disagreement in connection with its reports, and (b) there were no “reportable events” as defined in Item 304(a)(l)(v) of Regulation S-K.

The Company provided KCCW a copy of the statements made in response to the disclosure required by Item 4.01 of Form 8-K and requested KCCW to furnish it with a letter addressed to the Securities and Exchange Commission (“SEC”) stating whether or not KCCW agrees with such statements.

Neither the Company, nor anyone on its behalf, has consulted with YCM regarding (i) the type of final audit opinion that might be rendered on the Company’s financial statements and neither a written report nor oral advice was provided to the Company that YCM concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing, or financial reporting issue, (ii) any matter that was the subject of a disagreement within the meaning of Item 304(a)(1)(iv) of Regulation S-K, or (iii) any reportable event within the meaning of Item 304(a)(1)(v) of Regulation S-K.

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 and its subsidiaries billed for fiscal year 2024 and 2023.

The following table shows the fees and related expenses for audit and other services provided by YCM CPA Inc.

and KCCW Accountancy Corp and its subsidiaries billed for fiscal year 2025 and 2024.

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 2024 and 2023, 100% of the audit related services, tax services and all other services provided by KCCW Accountancy Corp.

During fiscal 2025 and 2024, 100% of the audit related services, tax services and all other services provided by YCM CPA Inc.

and KCCW Accountancy Corp.

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

KCCW Accountancy Corp

Fiscal Years Ended August 31, 2025

Audit-Related Fees

All Other Fees

Fiscal Years Ended August 31, 2025

Fiscal Years Ended August 31, 2024

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.

1 unchanged sentence

This category includes tax return preparation and technical tax advice.

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 2023.

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

The Audit Committee concluded that the provision of the non-audit services listed above is compatible with maintaining the independence of YCM CPA Inc.

and KCCW Accountancy Corp.

Exhibits and Finan cial Statement Schedules

75 unchanged sentences

Sixth Amendment to Loan Agreement dated July 3, 2024 between SemiLEDs Corporation and Trung Doan

Fifth Amendment to Loan Agreement dated January 15, 2025 between SemiLEDs Corporation and Simplot Taiwan Inc.

January 15, 2025

Seventh Amendment to Loan Agreement dated January 15, 2025 between SemiLEDs Corporation and Trung Doan

January 15, 2025

Sixth Amendment to Loan Agreement dated February 28, 2025 between SemiLEDs Corporation and Simplot Taiwan Inc.

February 28, 2025

Letter from KCCW Accountancy Corp.

July 11, 2025

Insider Trading Policy

November 27, 2024

Compensation Recovery Policy

November 27, 2024

Subsidiaries of the Registrant

6 unchanged sentences

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

Compensation Recovery Policy

Inline XBRL Instance Document

52 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