Item 1.01. Entry into a Material Definitive Agreement.
On January 17, 2020, SemiLEDs Corporation (the "Company") entered into a
definitive common stock purchase agreement (the "Agreement") with XianChang Ma
(the "purchaser"). Pursuant to the terms of the Agreement, Mr. XianChang Ma will
purchase 150,000 shares of the Company's common stock at $4.00 per share. This
represents approximately 4.17% of the outstanding shares of the Company. The
Purchaser has paid the $600,000 purchase price to the Company, and the
transaction is expected to close in February 2020.
Item 3.02. Unregistered Sales of Equity Securities.
See Item 1.01 above.B.The sale of the shares by the Company to the purchaser
will be effected in reliance upon the exemption from securities registration
afforded by Section 4(a)(2) under the Securities Act of 1933, as amended (the
"Securities Act"). The purchaser is an "accredited investor" as defined in Rule
501 of Regulation D under the Securities Act.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
1.1 Common stock purchase agreement between SemiLEDs Corporation and
XianChang Ma dated January 17, 2020.
Forward Looking Statements
This Current Report on Form 8-K contains statements that may constitute
"forward-looking" statements within the meaning of Section 27A of the Securities
Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934,
as amended, and as defined in the U.S. Private Securities Litigation Reform Act
of 1995. All statements other than statements of historical fact could be deemed
forward-looking, including, but not limited to, the ability to close any
investment. These forward-looking statements are based on current expectations,
estimates, forecasts and projections of future SemiLEDs' or industry performance
based on management's judgment, beliefs, current trends and market conditions
and involve risks and uncertainties that may cause actual results to differ
materially from those contained in the forward-looking statements. SemiLEDs'
Annual Report on Form 10-K filed with the Securities and Exchange Commission
(the "SEC") and other SemiLEDs filings with the SEC (which you may obtain for
free at the SEC's website at http://www.sec.gov) discuss some of the important
risks and other factors that may affect SemiLEDs' business, results of
operations and financial condition. SemiLEDs undertakes no intent or obligation
to publicly update or revise any of these forward looking statements, whether as
a result of new information, future events or otherwise, except as required by
law.
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