UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported)

 

July 31, 2024

 

AEHR TEST SYSTEMS

(Exact name of registrant as specified in its charter)

 

California

000-22893

94-2424084

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

400 KATO TERRACE

FREMONT, CA 94539

(Address of principal executive offices, including zip code)

510-623-9400

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

☐     Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐     Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐     Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐     Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, par value $0.01 per share

AEHR

The NASDAQ Capital Market

 

 

 

 

Item 2.01 Completion of Acquisition or Disposition of Assets.

 

On July 31, 2024, Aehr Test Systems, a California corporation (the “Company”), completed its acquisition of Incal Technology, Inc., a California corporation based in Fremont, California (“Incal”) pursuant to the Stock Purchase Agreement (the “Purchase Agreement”), as previously reported under Item 1.01 of the Current Report on Form 8-K filed on July 15, 2024.

 

Pursuant to the Purchase Agreement, the Company acquired all of the outstanding capital stock of Incal for an aggregate purchase price of $21.0 million, consisting of $14.0 million in cash and the issuance of $7.0 million in shares of the Company’s common stock (comprised of 552,355 shares of the Company’s common stock at $12.673 per share), subject to certain post-closing adjustments with respect to working capital, as further described in the Purchase Agreement.

 

 

2

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

AEHR TEST SYSTEMS

    

Date: July 31, 2024

By:

/s/ Chris P. Siu

 

 

Chris P. Siu

 
  

Executive Vice President of Finance and

 
  

Chief Financial Officer and Secretary

 

 

 

3

 

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Jul. 31, 2024
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Entity Registrant Name AEHR TEST SYSTEMS
Entity Central Index Key 0001040470
Document Type 8-K
Amendment Flag false
Entity Emerging Growth Company false
Document Period End Date Jul. 31, 2024
Entity File Number 000-22893
Entity Incorporation State Country Code CA
Entity Tax Identification Number 94-2424084
Entity Address Address Line 1 400 KATO TERRACE
Entity Address City Or Town FREMONT
Entity Address State Or Province CA
Entity Address Postal Zip Code 94539
City Area Code 510
Local Phone Number 623-9400
Security 12b Title Common Stock, par value $0.01 per share
Trading Symbol AEHR
Security Exchange Name NASDAQ
Written Communications false
Soliciting Material false
Pre Commencement Tender Offer false
Pre Commencement Issuer Tender Offer false
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