0001333822false00013338222025-07-112025-07-11
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 11, 2025
SEMILEDS CORPORATION
(Exact name of registrant as specified in charter)
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Delaware |
001-34992 |
20-2735523 |
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
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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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350 |
(Address of principal executive offices) |
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(Zip Code) |
Registrant’s telephone number, including area code: +886-37-586788
N/A
(Former name or former address if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class |
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Trading Symbol(s) |
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Name of each exchange on which registered |
Common Stock, par value $0.0000056 |
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LEDS |
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The Nasdaq Stock Market |
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:
☐ 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. ☐
Item 2.02. Results of Operations and Financial Condition.
On July 11, 2025, SemiLEDs Corporation issued a press release announcing its preliminary financial results for the third quarter of its fiscal year 2025, ended May 31, 2025.
Such information is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 4.01. Changes in Registrant’s Certifying Accountant.
On July 10, 2025, KCCW Accountancy Corp. (“KCCW”) resigned as independent registered public accounting firm of SemiLEDs Corporation (the “Company”), as it is exiting the public company audit practice. On July 10, 2025, the audit committee of the board of directors of the Company (the “Audit Committee”) 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 has provided KCCW a copy of the statements made in response to this Item 4.01 and has 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.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
SIGNATURE
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 thereunto duly authorized.
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Date: July 11, 2025 |
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SemiLEDs Corporation |
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By: |
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/s/ Christopher Lee |
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Name: |
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Christopher Lee |
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Title: |
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Chief Financial Officer |
EX-16.1
2
leds-ex16_1.htm
EX-16.1
EX-16.1
Audit • Tax • Consulting • Financial Advisory Registered with Public Company Accounting Oversight Board (PCAOB)
July 10, 2025
Securities and Exchange Commission
Office of the Chief Accountant
100 F Street, NE
Washington, D.C. 20549
Dear Sir or Madam:
We have read the statements under item 4.01 in the Form 8-K dated July 10, 2025 of SemiLEDs Corporation (the “Company”), and we agree with such statements therein as related to our firm. We have no basis to, and therefore, do not agree or disagree with the other statements made by the Company in the Form 8-K.
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Very truly yours, |
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/s/ KCCW Accountancy Corp |
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Diamond Bar, CA |
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EX-99.1
3
leds-ex99_1.htm
EX-99.1
EX-99.1
Exhibit 99.1
SemiLEDs Reports Third Quarter Fiscal Year 2025
Financial Results
Hsinchu, Taiwan (July 11, 2025)— SemiLEDs Corporation (NASDAQ: LEDS), “SemiLEDs” or the “Company,” a developer and manufacturer of LED chips and LED components, today announced its financial results for the third quarter of fiscal year 2025, ended May 31, 2025.
Revenue for the third quarter of fiscal 2025 increased to $17.7 million, compared to $10.9 million in the second quarter of fiscal 2025. GAAP net income attributable to SemiLEDs stockholders for the third quarter of fiscal 2025 decreased to $223 thousand, or $0.03 per diluted share, compared to a net income of $388 thousand, or $0.05 per diluted share, in the second quarter of fiscal 2025.
GAAP gross margin for the third quarter of fiscal 2025 decreased to 5%, compared to 9% for the second quarter of fiscal 2025. Operating margin for the third quarter of fiscal 2025 was negative 0.4%, compared with 1% for the second quarter of fiscal 2025. The Company’s cash and cash equivalents were $2.4 million at both May 31, 2025 and at the end of the second quarter of fiscal 2025.
About SemiLEDs
SemiLEDs develops and manufactures LED chips and LED components for general lighting applications, including street lights and commercial, industrial, system and residential lighting, along with specialty industrial applications such as ultraviolet (UV) curing, medical/cosmetic, counterfeit detection, horticulture, architectural lighting and entertainment lighting. SemiLEDs sells blue, white, green and UV LED chips.
Forward Looking Statements
This press release 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 any statements about historical results that may suggest trends for SemiLEDs’ business; any statements of the plans, strategies and objectives of management for future operations; any statements of expectation or belief regarding recovery of the LED industry, market opportunities and other future events or technology developments; any statements regarding SemiLEDs’ position to capitalize on any market opportunities; and any statements of assumptions underlying any of the foregoing. 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.
Contacts:
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Christopher Lee |
Chief Financial Officer |
SemiLEDs Corporation |
+886-37-586788 |
investor@semileds.com |
SEMILEDS CORPORATION AND SUBSIDIARIES
Unaudited Condensed Consolidated Balance Sheets
(In thousands of U.S. dollars)
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May 31, |
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February 28, |
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2025 |
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2025 |
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ASSETS |
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CURRENT ASSETS: |
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Cash and cash equivalents |
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$ |
2,441 |
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$ |
2,384 |
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Restricted cash and cash equivalents |
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84 |
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76 |
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Accounts receivable (including related parties), net |
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164 |
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280 |
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Inventories |
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11,933 |
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13,531 |
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Prepaid expenses and other current assets |
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3,099 |
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1,973 |
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Total current assets |
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17,721 |
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18,244 |
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Property, plant and equipment, net |
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2,933 |
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2,598 |
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Operating lease right of use assets |
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1,191 |
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1,119 |
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Intangible assets, net |
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94 |
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89 |
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Investments in unconsolidated entities |
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1,011 |
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930 |
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Other assets |
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230 |
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206 |
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TOTAL ASSETS |
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$ |
23,180 |
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$ |
23,186 |
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LIABILITIES AND EQUITY |
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CURRENT LIABILITIES: |
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Current installments of long-term debt |
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$ |
1,285 |
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$ |
1,242 |
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Accounts payable |
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10,849 |
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445 |
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Accrued expenses and other current liabilities |
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4,183 |
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15,063 |
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Other payable to related parties |
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1,112 |
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1,096 |
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Operating lease liabilities, current |
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138 |
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128 |
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Total current liabilities |
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17,567 |
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17,974 |
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Long-term debt, excluding current installments |
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566 |
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626 |
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Operating lease liabilities, less current portion |
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1,053 |
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991 |
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Total liabilities |
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19,186 |
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19,591 |
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EQUITY: |
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SemiLEDs stockholders’ equity |
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Common stock |
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— |
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— |
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Additional paid-in capital |
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188,928 |
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188,913 |
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Accumulated other comprehensive income |
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3,683 |
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3,522 |
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Accumulated deficit |
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(188,617 |
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(188,840 |
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Total SemiLEDs stockholders' equity |
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3,994 |
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3,595 |
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TOTAL LIABILITIES AND EQUITY |
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$ |
23,180 |
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$ |
23,186 |
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SEMILEDS CORPORATION AND SUBSIDIARIES
Unaudited Condensed Consolidated Statements of Operations
(In thousands of U.S. dollars and shares, except per share data)
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Three Months Ended |
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May 31, |
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February 28, |
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2025 |
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2025 |
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Revenues, net |
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$ |
17,651 |
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$ |
10,872 |
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Cost of revenues |
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16,712 |
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9,869 |
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Gross profit |
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939 |
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1,003 |
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Operating expenses: |
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Research and development |
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292 |
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279 |
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Selling, general and administrative |
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709 |
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614 |
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Total operating expenses |
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1,001 |
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893 |
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(Loss) income from operations |
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(62 |
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110 |
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Other income (expenses): |
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Investment loss from unconsolidated entities |
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(9 |
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(10 |
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Interest expenses, net |
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(20 |
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(42 |
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Other income, net |
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266 |
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265 |
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Foreign currency transaction gain, net |
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48 |
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65 |
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Total other income, net |
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285 |
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278 |
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Income before income taxes |
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223 |
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388 |
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Income tax expense |
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— |
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— |
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Net income |
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$ |
223 |
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$ |
388 |
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Net income per share attributable to SemiLEDs stockholders: |
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Basic and diluted |
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$ |
0.03 |
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$ |
0.05 |
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Shares used in computing net income per share attributable to SemiLEDs stockholders: |
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Basic and diluted |
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7,232 |
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7,222 |
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