旭明光电 2023年度报告

FORM 10-K SemiLEDs Corporation(Exact name of registrant as specified in its charter) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section13 or 15(d) ofthe Securities Exchange Act of 1934 during the preceding 12months (or for such shorter period that the registrantwas required to file such reports), and (2) has been subject to such filing requirements for the past 90days. Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to besubmitted pursuant to Rule405 of Regulation S-T (§232.405 of this chapter) during the preceding 12months (or forsuch shorter period that the registrant was required to submit such files).Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer,smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule12b-2 of the ExchangeAct.Large accelerated filerAccelerated filer ☐☐Smaller reporting companyEmerging growth companyIf an emerging growth company, indicate by check mark if the registrant has elected not to use the extended ☐Non-accelerated filer☒☐ transition period for complying with any new or revised financial accounting standards provided pursuant to Section13(a) of the Exchange Act.☐Indicate by check mark whether the Registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act(15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.☐If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financialstatements☐Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recoveryperiod pursuant to §240.10D-1(b).☐Indicate by check mark whether the registrant is a shell company (as defined in Rule12b- 2 of the Exchange Act).Yes☐No☒The aggregate market value of voting stock held by non- affiliates of the registrant as of February 29, 2024 (the lastbusiness day of the registrant’s most recently completed second fiscal quarter), based upon the closing price of thecommon stock reported by the NASDAQ Capital Market on such date, was approximately $5.4 million. Shares ofcommon stock held by each executive officer and director of the registrant and by each person who owns 10% ormore of the registrant’s outstanding common stock have been excluded in that such persons may be deemed to beaffiliates. This determination of affiliate status is not necessarily a conclusive determination for other purposes. Table of Contents Number of shares outstanding of the registrant’s Common Stock, par value $0.0000056 per share, as of November20, 2024: 7,211,738 Table of Contents SemiLEDs CorporationTable of Contents Item 1.BusinessItem1A.Risk FactorsItem1B.Unresolved Staff CommentsItem1C.Cybersecurity Item 2.Properties25Item 3.Legal Proceedings25Item 4.Mine Safety Disclosures25PART IIItem 5.Market for Registrant’s Common Equity, Related Stockholder Matters and IssuerPurchases of Equity Securities26Item 6.[Reserved]26Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations27Item7A.Quantitative and Qualitative Disclosures About Market Risk41Item 8.Financial Statements and Supplementary Data41Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure70Item9A.Controls and Procedures70Item9B.Other Information70Item9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections70PART IIIItem10.Directors, Executive Officers and Corporate Governance71Item11.Executive Compensation76Item12.Security Ownership of Certain Beneficial Owners and Management and RelatedStockholder Matters82Item13.Certain Relationships and Related Transactions, and Director Independence83Item14.Principal Accountant Fees and Services87PART IVItem15.Exhibits and Financial Statement Schedules88Item16.Form 10-K Summary91Signatures92 Smaller Reporting Company— Scaled Disclosure Pursuant to Item 10(f) of Regulation S-K promulgated under the Securities Act of 1933, as amended, asindicated herein, we have elected to comply with the scaled disclosure requirements applicable to“smaller reporting companies.” Table of Contents PART I. Forward-looking Statements This Annual Report on Form 10-K contains forward-looking statements within the meaning of Section21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act. All statemen