AEHR TEST SYSTEMS (NASDAQ:AEHR) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01. Entry into a Material Definitive Agreement
On April 13, 2017, Aehr Test Systems (the Company) entered into
an underwriting agreement (the Underwriting Agreement) with
Craig-Hallum Capital Group LLC (the Underwriter) relating to the
public offering (the Offering) of 3,846,154 shares of the
Companys common stock, $0.01 par value per share (the Common
Stock), at a price to the public of $3.90 per share. Under the
terms of the Underwriting Agreement, the Company also granted the
Underwriter a 30-day option to purchase up to an additional
576,923 shares of Common Stock to cover over-allotments, if any.
The Underwriter notified the Company of the exercise in full of
their option to purchase the additional shares on April 13, 2017,
and the Offering, including the sale of shares of Common Stock
subject to the Underwriters over-allotment option, closed on
April 19, 2017. The net proceeds to the Company from the
Offering, after deducting the underwriting discount and estimated
offering expenses payable by the Company, are expected to be
approximately $15.8 million.
The shares of Common Stock were being offered and sold to the
Companys shelf registration statement on FormS-3 (Registration
No.File No.333-216792), which was declared effective by the
Securities and Exchange Commission on March 24, 2017, as
supplemented by a preliminary prospectus supplement, dated April
10, 2017, and a final prospectus supplement, dated April 13,
2017, each filed with the Securities and Exchange Commission to
Rule424(b)under the Securities Act of 1933, as amended.
The Underwriting Agreement contains customary representations,
warranties and agreements by the Company. Under the terms of the
Underwriting Agreement, the Company has agreed to indemnify the
Underwriter against certain liabilities.
The Underwriting Agreement has been filed with this report to
provide information regarding its terms. It is not intended to
provide any other factual information about the Company. The
representations, warranties and covenants contained in the
Underwriting Agreement were made only for purposes of such
agreement and as of specific dates, were solely for the benefit
of the parties to such agreement, and may be subject to
limitations agreed upon by the contracting parties.
to the Underwriting Agreement, directors and executive officers
of the Company entered into agreements in substantially the form
included as an exhibit to the Underwriting Agreement providing
for a 90-day lock-up period with respect to sales of specified
securities, subject to certain exceptions.
The foregoing is only a brief description of the material terms
of the Underwriting Agreement, does not purport to be a complete
description of the rights and obligations of the parties
thereunder, and is qualified in its entirety by reference to the
Underwriting Agreement that is filed as Exhibit1.1 to this
Current Report on Form8-K and incorporated herein by reference.
Item 8.01. Other Events
In connection with the Offering, the legal opinion as to the
legality of the Common Stock sold is being filed as Exhibit5.1 to
this Current Report on Form8-K and is incorporated herein and
into the Registration Statement by reference.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
| Exhibit Number | Description | |
| 1.1 |
Underwriting Agreement, dated as of April 13, 2017, by and between Aehr Test Systems and Craig-Hallum Capital Group LLC. |
|
| 5.1 | Opinion of Wilson Sonsini Goodrich Rosati, P.C. | |
| 23.1 |
Opinion of Wilson Sonsini Goodrich Rosati, P.C. (included in Exhibit 5.1 hereto) |
About AEHR TEST SYSTEMS (NASDAQ:AEHR)
Aehr Test Systems is engaged in the designing, manufacturing and marketing of advanced test and burn-in products to the semiconductor manufacturing industry. The Company manufactures and markets full wafer contact test systems, test during burn-in systems, test fixtures, die carriers and related accessories. The Company’s principal products are the Advanced Burn-In and Test System (ABTS), the FOX full wafer contact parallel test and burn-in systems, WaferPak full wafer contactor, the DiePak carrier and test fixtures. The Company develops, manufactures and sells systems, which are designed to reduce the cost of testing and to perform reliability screening, or burn-in, of complex logic devices, memory integrated circuits (ICs), sensors and optical devices. These systems can be used to perform parallel testing and burn-in of packaged ICs, singulated bare die or ICs still in wafer form. AEHR TEST SYSTEMS (NASDAQ:AEHR) Recent Trading Information
AEHR TEST SYSTEMS (NASDAQ:AEHR) closed its last trading session down -0.15 at 4.33 with 83,961 shares trading hands.