What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2020-11-17 compared with 2019-11-20 · 28 added, 28 removed, 430 unchanged (12% of the section changed)

152 unchanged sentences

Attendance at Board, Committee and Annual Stockholders’ Meetings

The Board held seven meetings in fiscal year 2019.

The Board held four meetings in fiscal year 2020.

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.

29 unchanged sentences

Chief Executive Officer

Christopher Lee

Chief Financial Officer

Christopher Lee’s compensation did not exceed $100 thousand for the fiscal year ended August 31, 2019.

Christopher Lee’s compensation did not exceed $100 thousand for the fiscal years ended August 31, 2020 and 2019.

Outstanding Equity Awards at Fiscal Year ‑ End

38 unchanged sentences

Walter Michael Gough

Roger Lee (1)

Lee resigned from SemiLEDs on March 17, 2019.

He held 2,500 restricted stock units and had unpaid compensation in cash of $74,250 at the date of his resignation, which were all waived in fiscal year 2019.

Simplot waived any right to compensation.

25 unchanged sentences

Indicates beneficial ownership of less than 1%.

Based on a Schedule 13G filed February 10, 2011, Simplot Taiwan, Inc., a wholly owned subsidiary of J.R.

Based on a Schedule13D/A filed June 10, 2020, Simplot Taiwan, Inc., a wholly owned subsidiary of J.R.

Simplot Company, and J.R.

4 unchanged sentences

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

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

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

Includes 31,036 shares held by JRS Properties IIIL.P.

Includes 66,667 shares issuable upon exercise of outstanding convertible promissory notes.

Includes 31,036 shares held by JRS Properties III L.P.

JRS Management L.L.C.

is the sole general partner of JRS Properties IIIL.P.

is the sole general partner of JRS Properties III L.P.

Scott Simplot and Stephen A.

2 unchanged sentences

Simplot and Mr.

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

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

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

Includes 2,500 RSUs that vested on September 5, 2020.

Includes 2,000 RSUs that will vest within 60 days.

22 unchanged sentences

In April 2014 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, stockholders of SemiLEDs approved an increase in the authorized share reserve under the 2010 plan by an additional 400 thousand shares.

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.

2 unchanged sentences

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

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, 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 $300,000 of the Notes into 100,000 shares of the Company’s common stock.

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

2 unchanged sentences

Financial Statements and Supplementary Data”.

Except to the above, since September 1, 2017, 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.

Except for the above, since September 1, 2017, 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.

Employment Agreements

3 unchanged sentences

This policy covers any transaction, arrangement or relationship, or any series of similar transactions, arrangements or relationships in which we are a participant, the aggregate amount involved will or may be expected to exceed $120,000 in any year and a related person has or will have a direct or indirect material interest (other than solely as a result of being a director or a less than 10% beneficial owner of another entity), including, without limitation, purchases of goods or services by or from the related person or entities in which the related person has a material interest, indebtedness, guarantees of indebtedness or employment by us of a related person.

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

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.

19 unchanged sentences

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.

The Board consid ered 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 Accou ntant Fees and Services

Principal Accountant 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 BF Borgers CPA PC billed for fiscal year 2018 and by KCCW Accountancy Corp for fiscal year 2019.

The following table shows the fees and related expenses for audit and other services provided by KCCW Accountancy Corp billed for fiscal year 2020 and 2019.

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

19 unchanged sentences

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

November 20, 2019

2005 Equity Incentive Plan (amended March 1, 2010)

August 6, 2010

2010 Equity Incentive Plan, as amended July 31, 2019

June 18, 2019

2010 Equity Incentive Plan, as amended September 25, 2020

Amended and Restated Employment Agreement with Trung T.

20 unchanged sentences

dated July 5, 2019 (translation)

November 20, 2019

The Second Loan Agreement between Mega International Commercial Bank and SemiLEDs Optoelectronics Co., Ltd.

dated July 5, 2019 (translation)

Purchase Agreement, effective July 6 , 2016 , by and between SemiLEDs Corporation, a Delaware corporation, and Peter Chiou, an individual

Assignment and Assumption of Purchase Agreement, effective August 23, 2016 , between Peter Chiou and Well Thrive Limited, a Samoa international company

August 23, 2016

Exhibit Title

Amendment No.

1 to Purchase Agreement, effective August 23, 2016, between SemiLEDs Corporation, Peter Chiou and Well Thrive Limited

August 23, 2016

November 20, 2019

Letter from BF Borgers CPA PC to the SEC dated September 2, 2019

2 unchanged sentences

Consent of KCCW Accountancy Corp, Independent Registered Public Accounting Firm

Consent of BF Borgers CPA PC, Independent Registered Public Accounting Firm

Exhibit Title

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

53 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