Aehr Test Systems美股招股说明书(2026-04-08版)

Up to $60,000,000 COMMON STOCK We have entered into an Equity Distribution Agreement, or Sales Agreement, with William Blair & Company, L.L.C., or WilliamBlair, and Craig-Hallum Capital Group LLC, or Craig-Hallum, dated April 8, 2026, relating to the sale of shares of our common stockoffered by this prospectus supplement and the accompanying prospectus. In accordance with the terms of the Sales Agreement, underthis prospectus supplement and the accompanying prospectus, we may offer and sell shares of our common stock having an aggregateoffering price of up to $60,000,000 from time to time through William Blair and Craig-Hallum, each an agent and, collectively, agents. Our common stock is listed on the Nasdaq Capital Market under the symbol “AEHR”. On April 6, 2026, the last reported sale price ofour common stock on the Nasdaq Capital Market was $52.16 per share. Sales of our common stock, if any, under this prospectus supplement and the accompanying prospectus will be made in sales deemedto be an “at the market” equity offering as defined in Rule 415 promulgated under the Securities Act of 1933, as amended, or theSecurities Act. William Blair and Craig-Hallum are not required to sell any specific amount of securities, but will act as sales agents ona best efforts basis and use commercially reasonable efforts consistent with their normal trading and sales practices, on mutuallyagreed terms between William Blair, Craig-Hallum and us. There is no arrangement for funds to be received in any escrow, trust orsimilar arrangement. William Blair and Craig-Hallum will be entitled to compensation at a commission rate ofup to 3.00% of the aggregate gross proceedsof any shares of common stock sold under the Sales Agreement. In connection with the sale of shares of our common stock on ourbehalf, William Blair and Craig-Hallum will be deemed to be “underwriters” within the meaning of the Securities Act and thecompensation of William Blair and Craig-Hallum will be deemed to be underwriting commissions or discounts. Investing in our common stock involves risks. You should read carefully and consider the risks referenced under“RiskFactors” beginning on page S-5 of this prospectus supplement, as well as the other information contained in or incorporated byreference into this prospectus supplement and the accompanying prospectus before making a decision to invest in oursecurities. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of thesesecurities or passed upon the accuracy or adequacy of this prospectus supplement and the accompanying prospectus. Anyrepresentation to the contrary is a criminal offense. William Blair (alphabetical order) The date of this prospectus supplement is April 8, 2026 TABLE OF CONTENTS PageABOUT THIS PROSPECTUS SUPPLEMENTS-2PROSPECTUS SUPPLEMENT SUMMARYS-3THE OFFERINGS-4RISK FACTORSS-5CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSS-6USE OF PROCEEDSS-7DILUTIONS-8PLAN OF DISTRIBUTIONS-9LEGAL MATTERSS-10EXPERTSS-10WHERE YOU CAN FIND ADDITIONAL INFORMATIONS-11INCORPORATION OF CERTAIN INFORMATION BY REFERENCES-12ABOUT THIS PROSPECTUS3WHERE YOU CAN FIND MORE INFORMATION; INCORPORATION BY REFERENCE4THE COMPANY5RISK FACTORS6USE OF PROCEEDS7DESCRIPTION OF CAPITAL STOCK8DESCRIPTION OF DEBT SECURITIES10DESCRIPTION OF DEPOSITARY SHARES18DESCRIPTION OF WARRANTS21DESCRIPTION OF SUBSCRIPTION RIGHTS22DESCRIPTION OF UNITS23GLOBAL SECURITIES24PLAN OF DISTRIBUTION28LEGAL MATTERS30EXPERTS30 ABOUT THIS PROSPECTUS SUPPLEMENT This document is in two parts. The first part is this prospectus supplement, which describes the specific terms of this offering ofcommon stock and also adds to and updates information contained in the accompanying prospectus and the documents incorporated byreference into this prospectus supplement and the accompanying prospectus. The second part is the accompanying prospectus datedOctober 25, 2024, included in our registration statement on Form S-3 (File No. 333-282661), along with the documents incorporatedby reference therein, which provides more general information, some of which may not apply to this offering. Generally, when werefer to this prospectus, we are referring to both parts of this document combined. To the extent there is a conflict between theinformation contained in this prospectus supplement, on the one hand, and the information contained in the accompanying prospectusor in any document incorporated by reference that was filed with the U.S. Securities and Exchange Commission, or SEC, before thedate of this prospectus supplement, on the other hand, you should rely on the information contained in this prospectus supplement. Ifany statement in one of these documents is inconsistent with a statement in another document having a later date—for example, adocument incorporated by reference in the accompanying prospectus—the statement in the document having the later date modifies orsupersedes the earlier stat