Filing Analysis
SemiLEDs Corp has appointed DLEE Accountancy, Inc. as its new independent registered public accounting firm, replacing YCM CPA INC. The company stated there were no disagreements with the previous auditor regarding accounting principles or auditing procedures.
🚩 Red Flags
- Auditor change in a micro-cap context can sometimes precede restatements, though not explicitly stated here.
📋 Key Facts
- Effective date of change: July 27, 2026.
- Outgoing Auditor: YCM CPA INC. ('YCM').
- Incoming Auditor: DLEE Accountancy, Inc. ('DLEE').
- The company reported no disagreements with YCM on accounting principles, practices, or financial statement disclosures.
- No 'reportable events' occurred during the engagement with YCM.
This is an amendment (8-K/A) to a previously filed 8-K, specifically intended to correct a clerical error on the cover page. The company clarifies that no change in certifying accountant occurred, despite Item 4.01 being incorrectly checked in the original filing.
🚩 Red Flags
- Clerical error in original SEC filing (though corrected here).
📋 Key Facts
- Filed as an Amendment No. 1 (8-K/A) on July 15, 2026.
- Corrects a clerical error where 'Item 4.01 - Changes in Registrant's Certifying Accountant' was inadvertently checked on the cover page of the July 14 filing.
- The company explicitly states no change in certifying accountant has occurred.
- Refers to a press release issued on July 14, 2026, regarding preliminary Q3 fiscal year 2026 financial results.
SemiLEDs Corp reports it has regained compliance with Nasdaq's minimum stockholders' equity requirement of $2.5 million after receiving a delisting notice on January 30, 2026. While the company currently meets the threshold, it remains under ongoing monitoring by Nasdaq.
🚩 Red Flags
- History of non-compliance with Nasdaq minimum stockholders' equity requirements.
- Ongoing risk of delisting if equity levels fluctuate below $2.5 million in future reporting periods.
- Low absolute equity level ($3.1M) provides a narrow margin for error.
📋 Key Facts
- Received Nasdaq delisting notice on January 30, 2026, for failing to meet the $2.5 million minimum stockholders' equity requirement (Nasdaq Listing Rule 5550(b)(1)).
- Total stockholders' equity was reported as $3.1 million as of May 31, 2026.
- The company has regained compliance with the equity requirement but remains under Nasdaq monitoring.
- Failure to demonstrate continued compliance in the next periodic report could result in delisting.
SemiLEDs Corp issued an 8-K to announce preliminary financial results for its third fiscal quarter ended May 31, 2026. This is a routine disclosure of earnings performance.
📋 Key Facts
- Preliminary financial results announced for the third quarter ended May 31, 2026.
- Results were released via press release on July 14, 2026.
- The information is furnished under Item 2.02 and is not considered 'filed' for purposes of Section 18 of the Exchange Act.
SemiLEDs Corporation announced its preliminary financial results for the second fiscal quarter ended February 28, 2026.
📋 Key Facts
- The report covers the fiscal second quarter which ended on February 28, 2026.
- The results were released via a press release dated April 14, 2026.
- The information was furnished under Item 2.02 and is not considered 'filed' for regulatory liability purposes.
SemiLEDs Corp received a notice from Nasdaq stating it is in violation of minimum stockholders' equity requirements. The company must submit a compliance plan within 45 days to avoid delisting.
🚩 Red Flags
- Delisting notice for failing minimum stockholders' equity requirement
- Failure to meet alternative listing standards (market value/net income) suggests significant financial distress or negative earnings
- Imminent threat of removal from Nasdaq exchange
📋 Key Facts
- Notice received on January 30, 2026.
- Violation of Nasdaq Listing Rule 5550(b)(1) regarding minimum $2,500,000 stockholders' equity.
- Company failed to meet alternative listing requirements (market value or net income).
- The company has 45 calendar days from January 30, 2026, to submit a plan to regain compliance.
- If the plan is accepted, an extension of up to 180 days may be granted.
SemiLEDs Corp has entered into the Seventh and Eighth Amendments to its existing loan agreements with Chairman/CEO Trung Doan and Simplot Taiwan Inc. The amendments extend the maturity dates of these loans to January 15, 2027, and involve capitalizing unpaid interest into the principal balance.
🚩 Red Flags
- Related-party transactions: The loans are held by the Chairman and CEO (Trung Doan) and the largest shareholder (Simplot Taiwan Inc.).
- Chronic debt restructuring: This is the 7th/8th amendment to these specific loan agreements, indicating a long-term inability to repay principal via cash flow.
- Interest capitalization: Capitalizing interest into principal increases the total debt burden on the balance sheet.
📋 Key Facts
- Maturity date for both loans extended from Jan 15, 2026, to Jan 15, 2027.
- Simplot Taiwan Inc. loan: $364,924.63 in unpaid interest capitalized into the principal balance, bringing the new principal to $664,924.63.
- The loans are secured by a second priority security interest on the Company's headquarters building.
- Previous amendments allowed for debt repayment via common stock issuance at market price.
SemiLEDs Corp issued a press release announcing its preliminary financial results for the first quarter ended November 30, 2025. This is a routine earnings announcement filing.
📋 Key Facts
- Preliminary financial results announced for Q1 fiscal year 2026 (ended Nov 30, 2025).
- Filing date: January 14, 2026.
- Information is furnished under Item 2.02 and not considered 'filed' for purposes of Section 18.
SemiLEDs Corp issued an 8-K to announce the release of preliminary financial results for its fourth quarter and fiscal year ended August 31, 2025. The filing serves as a placeholder for the upcoming earnings announcement.
📋 Key Facts
- Preliminary financial results for Q4 and FY 2025 were announced on November 28, 2025.
- The fiscal year ended August 31, 2025.
- Information is being furnished under Item 2.02 and is not considered 'filed' for purposes of Section 18 of the Exchange Act.
SemiLEDs Corp held its 2025 Annual Meeting of Stockholders on August 28, 2025. The meeting resulted in the election of five directors and the ratification of YCM CPA Inc. as the independent auditor for the fiscal year ending August 31, 2025.
📋 Key Facts
- Annual Meeting held on August 28, 2025.
- Five directors elected: Trung T. Doan, Walter Michael Gough, Dr. Edward Hsieh, Scott R. Simplot, and Dr. Chris Chang Yu.
- YCM CPA Inc. ratified as independent registered public accounting firm for the fiscal year ending August 31, 2025.
- Proposal 2 (Auditor ratification) received 5,565,849 votes in favor.
SemiLEDs Corporation announced the resignation of its independent auditor, KCCW Accountancy Corp., due to their exit from public company audit practice. The company has appointed YCM CPA INC. as its new independent registered public accounting firm.
🚩 Red Flags
- Auditor change: While the reason provided is a business pivot by the firm (exiting public practice), auditor changes in micro-cap companies often require scrutiny to ensure no underlying disagreements exist.
📋 Key Facts
- KCCW Accountancy Corp. resigned on July 10, 2025.
- Reason for resignation: KCCW is exiting the public company audit practice.
- YCM CPA INC. was engaged as the new independent registered public accounting firm on July 10, 2025.
- The company reported no disagreements with KCCW regarding accounting principles, practices, or financial statement disclosures.
- Preliminary Q3 fiscal year 2025 results (ended May 31, 2025) were announced via press release on July 11, 2025.
SemiLEDs Corp reports that it has regained compliance with NASDAQ's minimum stockholders' equity requirement after an extension period. The company previously faced delisting risk due to failing the $2.5 million equity threshold.
🚩 Red Flags
- History of non-compliance with NASDAQ minimum stockholders' equity requirements.
- Ongoing risk: Compliance is subject to monitoring and must be evidenced in the next periodic report to avoid delisting.
📋 Key Facts
- NASDAQ issued a deficiency notice on December 4, 2024, regarding failure to meet the $2,500,000 minimum stockholders' equity requirement (Listing Rule 5550(b)(1)).
- The company was granted an extension to regain compliance through April 14, 2025.
- As of February 28, 2025, total stockholders' equity was reported at $3.6 million in the most recent 10-Q.
- The Company believes it has regained compliance as of the filing date (April 15, 2025).
- NASDAQ will monitor compliance through the next periodic report; failure to maintain standards may lead to delisting.
SemiLEDs Corp issued an 8-K to announce the release of its preliminary financial results for the second quarter of fiscal year 2025, which ended February 28, 2025.
📋 Key Facts
- Preliminary Q2 FY2025 financial results announced on April 10, 2025.
- Fiscal quarter ended February 28, 2025.
- The information is furnished under Item 2.02 and is not considered 'filed' for purposes of Section 18 of the Exchange Act.
SemiLEDs Corp has completed a significant debt-to-equity conversion to repay loans owed to its Chairman/CEO and its largest shareholder. The company issued nearly 1 million shares of common stock to settle $1.6 million in principal using the previous day's closing price.
🚩 Red Flags
- Related-party transactions: Debt is owed directly to the CEO and the largest shareholder.
- Dilution risk: The conversion of debt into equity results in significant issuance of new common stock, diluting existing shareholders.
- History of extensions: The loans have been repeatedly extended from 2021 through 2026, suggesting liquidity issues or difficulty in servicing debt with cash.
📋 Key Facts
- Company repaid $1,200,000 of loan principal to Simplot Taiwan Inc. via issuance of 722,891 shares.
- Company repaid $400,000 of loan principal to Trung Doan (Chairman/CEO) via issuance of 240,963 shares.
- Shares were issued based on the closing price of $1.66 per share as of February 27, 2025.
- The repayment was executed under Section 4(a)(2) of the Securities Act of 1933 (unregistered sale).
- The loans were secured by a second priority security interest on the company's headquarters building.
SemiLEDs Corp has entered into a Seventh Amendment to its loan agreements with the Chairman/CEO and other related parties, extending the maturity dates of existing loans from January 15, 2025, to January 15, 2026. These loans are secured by a second priority security interest on the company's headquarters building.
🚩 Red Flags
- Repeated maturity extensions (multiple years of delays) suggest liquidity constraints or inability to repay principal in cash.
- Related-party transactions involving the Chairman/CEO and largest shareholder.
- Loans are secured by company real estate (headquarters building).
- History of converting debt to equity, which can lead to significant shareholder dilution.
📋 Key Facts
- Maturity date for loans with Simplot Taiwan Inc. and Trung Doan extended from Jan 15, 2025, to Jan 15, 2026.
- The original loan agreements (dated Jan 8, 2019) involve the Chairman/CEO and largest shareholder.
- Aggregate principal amounts of the original loans were $1.7 million and $1.5 million respectively.
- Interest rate is fixed at 8% per annum.
- Loans are secured by a second priority security interest on the company's headquarters building.
- Previous amendments allowed for partial repayment via common stock issuance at market price.
SemiLEDs Corp issued a press release announcing its preliminary financial results for the first quarter ended November 30, 2024. The filing is intended to furnish information regarding recent operations and does not constitute a formal 'filed' event under Section 18 of the Exchange Act.
📋 Key Facts
- Preliminary financial results announced for the fiscal quarter ending November 30, 2024.
- The announcement was made via press release on January 10, 2025.
- Information is furnished under Item 2.02 and is not deemed 'filed' for purposes of Section 18.
SemiLEDs Corp received a notice from Nasdaq stating it is in non-compliance with minimum stockholders' equity requirements. The company has 45 days to submit a compliance plan to avoid delisting.
🚩 Red Flags
- Delisting notice for failing minimum stockholders' equity requirement
- Failure to meet alternative listing standards (market value and net income)
- Potential for significant dilution if a compliance plan requires a reverse stock split or capital raise
📋 Key Facts
- Received notice on December 4, 2024, regarding failure to meet Listing Rule 5550(b)(1).
- The company failed the $2,500,000 minimum stockholders' equity requirement.
- The company also failed alternative requirements: market value of listed securities and net income from continuing operations.
- The company has 45 calendar days to submit a plan to regain compliance.
- If a plan is accepted, an extension of up to 180 calendar days may be granted.
SemiLEDs Corp issued an 8-K to announce the release of its preliminary financial results for the fourth quarter and fiscal year ended August 31, 2024. The filing serves as a placeholder for the upcoming earnings press release.
📋 Key Facts
- Preliminary financial results announced for Q4 and FY 2024 (ended August 31, 2024).
- Results were released via press release on November 27, 2024.
- The information is being furnished under Item 2.02 and is not considered 'filed' for purposes of Section 18 of the Exchange Act.
SemiLEDs Corp held its 2024 Annual Meeting of Stockholders on August 29, 2024, where shareholders approved several key structural changes. Notably, stockholders approved the issuance of common stock to repay a loan agreement with Mr. Trung Doan.
🚩 Red Flags
- Related-party transaction: Approval of share issuance to repay a loan to an individual (Mr. Trung Doan), which is also a director/officer.
- Significant increase in authorized share count (doubled from 7.5M to 15M), indicating potential future dilution.
📋 Key Facts
- Shareholders approved increasing authorized shares from 7.5 million to 15 million effective October 11, 2024.
- Stockholders approved an amendment to include an officer exculpation provision in the Certificate of Incorporation.
- Proposal 6: Shareholders approved the issuance of common stock to repay a Loan Agreement with Mr. Trung Doan (3,822,773 votes for).
- KCCW Accountancy Corp was ratified as the independent registered public accounting firm for FY ending August 31, 2024.
- The company will hold advisory votes on executive compensation every three years per shareholder vote.
SemiLEDs Corp has adopted an amendment to its Bylaws to reduce the quorum requirement for stockholder meetings. The change reduces the required quorum from a standard majority to one-third (33.33%) of voting power.
🚩 Red Flags
- Reduction in quorum requirements can sometimes be used as a defensive measure to allow minority shareholders or management to pass resolutions with lower participation, though this is common in many micro-cap structures.
📋 Key Facts
- Effective date of Bylaws Amendment: September 5, 2024.
- New quorum requirement: One-third (33.33%) of the voting power of shares issued and outstanding entitled to vote.
- The amendment was previously unanimously approved by the Board of Directors.
SemiLEDs Corporation held its 2024 Annual Meeting of Stockholders, resulting in the approval of several significant corporate actions including a doubling of authorized shares and an officer exculpation provision. Notably, shareholders approved the issuance of common stock to repay a loan agreement with Mr. Trung Doan.
🚩 Red Flags
- Related-party transaction involving the issuance of equity to repay a loan to an individual (Mr. Trung Doan).
- Significant increase in authorized share count (100% increase), which often precedes dilution from further offerings.
- Inclusion of officer exculpation provisions, which can limit shareholder recourse against directors/officers for breaches of the duty of care.
📋 Key Facts
- Authorized shares increased from 7,500,000 to 15,000,000 via shareholder approval on August 29, 2024.
- Shareholders approved the issuance of common stock to repay a Loan Agreement with Mr. Trung Doan (Proposal 6).
- An officer exculpation provision was added to the Certificate of Incorporation (Proposal 7).
- KCCW Accountancy Corp. was ratified as the independent registered public accounting firm for FY ending August 31, 2024.
- Five directors were elected to terms ending at the 2025 Annual Meeting: Trung T. Doan, Walter Michael Gough, Dr. Edward Hsieh, Scott R. Simplot, and Dr. Chris Chang Yu.
SemiLEDs Corp amended a long-standing secured loan agreement with its Chairman and CEO, Trung Doan, to allow for the repayment of principal or interest through the issuance of common stock. The company also announced preliminary Q3 2024 financial results and the appointment of an independent director to restore Audit Committee compliance.
🚩 Red Flags
- Related-party transaction: The CEO holds a secured $1.7M loan against company assets (headquarters building).
- Debt servicing via equity: The company is using stock issuance to repay principal/interest to the CEO, which can lead to shareholder dilution.
- History of maturity extensions: The loan has been extended multiple times since 2021, indicating potential liquidity constraints or difficulty in cash repayment.
📋 Key Facts
- The Sixth Amendment to the Loan Agreement with CEO Trung Doan was entered into on July 3, 2024.
- The amendment allows the company to repay loan principal or interest by issuing common stock at a price equal to the closing price immediately preceding the payment notice date.
- A previous amendment in February 2024 saw $800,000 of principal repaid via 629,921 shares (based on a $1.27/share price).
- The original $1.7 million loan was entered into on January 8, 2019, and is secured by a second priority interest in the company's headquarters.
- Dr. Chris Chang Yu appointed to the Board and Audit Committee effective July 3, 2024, restoring Nasdaq compliance for the committee composition.
- The 2024 Annual Meeting of Stockholders is scheduled for August 29, 2024.
SemiLEDs Corp issued an 8-K to announce the release of its preliminary financial results for the second quarter of fiscal year 2024, which ended February 29, 2024.
📋 Key Facts
- Preliminary financial results for Q2 FY2024 (ended Feb 29, 2024) were announced on April 3, 2024.
- The information is being furnished under Item 2.02 and is not considered 'filed' for purposes of Section 18 of the Exchange Act.
SemiLEDs Corp has amended a secured loan agreement with its Chairman and CEO, Trung Doan, to allow for the repayment of up to $800,000 in principal through the issuance of common stock. This follows several extensions of the original 2019 loan which is secured by the company's headquarters.
🚩 Red Flags
- Related-party transaction: The borrower and lender is the CEO/Chairman.
- Debt restructuring via equity: Using stock to repay debt can be a sign of liquidity constraints (inability to pay cash).
- Multiple maturity extensions: The loan has been extended four times since 2019, suggesting difficulty in meeting original repayment terms.
- Asset encumbrance: The company's headquarters building is used as collateral for the CEO's personal loan.
📋 Key Facts
- The Company amended a secured loan agreement with Chairman/CEO Trung Doan on February 9, 2024.
- The amendment allows repayment of up to $800,000 via common stock issuance instead of cash.
- On Feb 9, 2024, the Company issued 629,921 shares to Mr. Doan to prepay $800,000 of principal based on a closing price of $1.27/share (as of Feb 8, 2024).
- The original loan was entered into on January 8, 2019, for an aggregate amount of $1.7 million at an 8% annual interest rate.
- The loan is secured by a second priority security interest on the Company's headquarters building.
- The maturity date has been extended multiple times, most recently to January 15, 2025.
SemiLEDs Corp issued an 8-K to announce the release of its preliminary financial results for the first quarter ended November 30, 2023. The filing serves as a formal notice that preliminary data is being furnished under Item 2.02.
📋 Key Facts
- Preliminary financial results for Q1 fiscal year 2024 (ended Nov 30, 2023) were announced on January 12, 2024.
- The information is being furnished under Item 2.02 and is not considered 'filed' for purposes of Section 18 of the Exchange Act.
- The filing includes a press release (Exhibit 99.1) detailing the results.
SemiLEDs Corp has taken significant actions to regain Nasdaq compliance regarding minimum stockholders' equity requirements. This was achieved through the conversion of $1.6 million in convertible notes into common stock and a partial debt repayment via share issuance to its largest shareholder.
🚩 Red Flags
- Significant dilution: The conversion of $1.6M in debt into over 1.2 million shares at a low price ($1.31) represents massive equity dilution for existing shareholders.
- Related-party transactions: Major debt restructuring and share issuances involve the Chairman/CEO (Trung Doan) and the largest shareholder (Simplot Taiwan Inc).
- Ongoing delisting risk: Nasdaq will continue to monitor compliance; failure to maintain equity in future periodic reports could lead to delisting.
- Debt-to-equity reliance: The company is using equity issuance to satisfy debt obligations rather than operational cash flow.
📋 Key Facts
- Company converted total principal and accrued interest on Notes ($1,608,848) into 1,228,128 shares of common stock at $1.31 per share.
- Issued 305,343 shares at $1.31 per share to repay $400,000 of accrued interest/principal on the Simplot Taiwan Inc. Loan Agreement.
- The company was facing a delisting deadline of January 8, 2024, due to failing the $2.5 million stockholders' equity requirement (equity was only $1.15M as of Aug 31, 2023).
- The conversion and repayment actions were intended to restore compliance with Nasdaq Listing Rule 5550(b)(1).