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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)

December 5, 2022

AEHR TEST SYSTEMS
(Exact name of registrant as specified in its charter)

California |  | 000-22893 |  | 94-2424084
(State or other jurisdiction of incorporation) |  | (Commission File Number) |  | (IRS Employer Identification No.)

400 KATO TERRACE FREMONT, CA 94539
(Address of principal executive offices, including zip code)
510-623-9400
(Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since last report)

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 (see General Instruction A.2. below):

☐ 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. ☐

Securities registered pursuant to Section 12(b) of the Act:

Title of each class | Trading Symbol(s) | Name of each exchange on which registered
Common Stock, par value $0.01 per share | AEHR | The NASDAQ Capital Market

ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

On December 5, 2022, Aehr Test Systems (the “Company”) entered into a Fourth Amendment (the “Amendment”) to that certain Multi-Tenant Office Triple Net Lease dated August 3, 1999, as amended by that certain First Amendment dated as of May 6, 2008, that certain Second Amendment dated as of November 7, 2014, and that certain Third Amendment as of February 27, 2018 (the “Lease”) with ICON OWNER POOL 1 SF NON-BUSINESS PARKS, LLC for facilities located at 400 Kato Terrace, Fremont, California.

The Amendment extends the term of the Lease for a period of eighty-six (86) calendar months, commencing on August 1, 2023 (the “Extension date”) and expiring on September 30, 2030 (the “Expiration date”) with an option for the Company to further extend the Lease for one additional period of five (5) years after the Expiration date. The Amendment increases base rent from $66,385.16 to $88,473.53 effective August 1, 2023, and an annual increase in base rent of 4 percent throughout the remainder of the lease term. The Amendment provides for two months of rent abatement, and an improvement allowance of up to $282,089.50.

The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No. |  | Description
10.1 |  | Fourth Amendment dated December 5, 2022 for facilities located at 400 Kato Terrace, Fremont, California.

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SIGNATURES

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 hereunto duly authorized.

| Aehr Test Systems (Registrant) |
Date: December 8, 2022 | By: | /s/ Kenneth B. Spink |
|  | Kenneth B. Spink |
|  | Vice President of Finance and |
|  | Chief Financial Officer |

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